SEC Form 4 · accession 0001209191-16-143597
COMMUNITY HEALTH SYSTEMS INC · CYH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tim Hingtgen
Officer — President and COO
Period of report
Oct 1, 2016
Accepted (ET)
Oct 3, 2016 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001108109
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Oct 1, 2016 | A | 50,000 | $0.00 | A | 126,074 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy) | $33.18 | holding | — | — | — | May 20, 2009 | May 19, 2018 | Common Stock | 1,500 | 1,500 | D |
| Stock Options (Right to Buy) | $30.32 | holding | — | — | — | Feb 24, 2011 | Feb 23, 2020 | Common Stock | 1,000 | 1,000 | D |
| Stock Options (Right to Buy) | $34.38 | holding | — | — | — | Feb 23, 2012 | Feb 22, 2021 | Common Stock | 1,000 | 1,000 | D |
| Stock Options (Right to Buy) | $17.49 | holding | — | — | — | Feb 16, 2013 | Feb 15, 2022 | Common Stock | 334 | 334 | D |
| Performance Based RestrictedF2 | $0.00 | holding | — | — | — | Mar 1, 2017 | Feb 28, 2026 | Common Stock | 40,000 | 40,000 | D |
Explanation of responses
- F1These restricted shares were granted to the Reporting Person in conjunction with his promotion to President and Chief Operating Officer of the Issuer. The restrictions will lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
- F2Each performance based restricted share represents a contingent right to receive one share of CYH common stock. There are two elements to the lapsing of the performance-based restriction; first, Issuer must achieve specified targeted amount of adjusted EBITDA or net revenue from continuing operations, and if the performance objective is met, the time-vesting restrictions will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. If the performance objectives are not met, the shares will be forfeited.
Remarks
NOTE: The per share exercise price of each option listed on Table II granted prior to April 29, 2016, was adjusted pursuant to the Employee Matters Agreement between the Issuer and Quorum Health Corporation ("QHC"), dated as of April 29, 2016, to preserve the aggregate intrinsic value of the original award as a result of the spin-off from the Issuer of QHC, effective April 29, 2016.