SEC Form 4 · accession 0001209191-18-015650
COMMUNITY HEALTH SYSTEMS INC · CYH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin C Fordham
Officer — EVP and General Counsel
Period of report
Mar 1, 2018
Accepted (ET)
Mar 2, 2018 · 4:27 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, 2018 | A | 35,000 | $0.00 | A | 121,125 | D | |
| Common Stock | Mar 1, 2018 | F | 7,872 | $4.58 | D | 113,253 | 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 RestrictedF2 | $0.00 | Mar 1, 2018 | A | 35,000 | A | Mar 1, 2021 | Feb 28, 2028 | Common Stock | 35,000 | 35,000 | D |
| Performance Based RestrictedF3 | $0.00 | holding | — | — | — | Mar 1, 2020 | Feb 28, 2027 | Common Stock | 20,000 | 20,000 | 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 vesting of 50% 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, 2018 and December 31, 2020 (the "2018-2020 Performance Period"). The vesting of the remaining 50% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Same-Store Adjusted EBITDA Margin Improvement for the 2018-2020 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 Same-Store Adjusted EBITDA Margin Improvement 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
- F3The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between January 1, 2017 and December 31, 2019 (the "2017-2019 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 applicable performance objectives 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 2017-2019 Performance Period.