SEC Form 4 · accession 0001209191-17-016558
COMMUNITY HEALTH SYSTEMS INC · CYH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael T Portacci
Officer — Division President
Period of report
Mar 1, 2017
Accepted (ET)
Mar 2, 2017 · 4:19 pm EST
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 StockF1 | Mar 1, 2017 | A | 20,000 | $0.00 | A | 89,841 | D | |
| Common Stock | Mar 1, 2017 | M | 35,000 | $0.00 | A | 124,841 | D | |
| Common Stock | Mar 1, 2017 | F | 14,685 | $9.19 | D | 110,156 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Based Restricted | $0.00 | Mar 1, 2017 | M | 35,000 | D | Mar 1, 2017 | Feb 28, 2026 | Common Stock | 35,000 | 0 | D |
| Performance Based RestrictedF3 | $0.00 | Mar 1, 2017 | A | 20,000 | A | Mar 1, 2020 | Feb 28, 2027 | Common Stock | 20,000 | 20,000 | D |
| Stock Options (Right to Buy) | $28.70 | holding | — | — | — | Feb 27, 2009 | Feb 26, 2018 | Common Stock | 20,000 | 20,000 | D |
| Stock Options (Right to Buy) | $30.32 | holding | — | — | — | Feb 24, 2011 | Feb 23, 2020 | Common Stock | 10,000 | 10,000 | D |
| Stock Options (Right to Buy) | $34.38 | holding | — | — | — | Feb 23, 2012 | Feb 22, 2021 | Common Stock | 10,000 | 10,000 | D |
| Stock Options (Right to Buy) | $17.49 | holding | — | — | — | Feb 16, 2013 | Feb 15, 2022 | Common Stock | 2,667 | 2,667 | D |
Explanation of responses
- F1The time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
- F2The performance objectives governing these shares of Performance Based Restricted Stock have been met, and, accordingly, these shares will now be reported in Table 1 as directly owned shares of Restricted Stock. The time-vesting restrictions lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
- F3The vesting of 80% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Same-Store Adjusted EBITDA Growth between January 1, 2017 and December 31, 2019 (the "Performance Period"). The vesting of the remaining 20% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Adjusted EPS for the Performance Period. The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the target number of performance-based restricted shares subject to the attainment of the Cumulative Same-Store Adjusted EBITDA Growth and Cumulative Adjusted EPS criteria, as applicable, will ultimately vest on the third anniversary of the date of grant, with the vesting percentage to be determined based upon achievement with respect to the applicable criteria during the Performance Period.
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.