SEC Form 4 · accession 0001209191-19-015613
COMMUNITY HEALTH SYSTEMS INC · CYH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wayne T Smith
Officer — Chairman & CEO · Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 4, 2019 · 4:23 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, 2019 | A | 78,750 | $0.00 | A | 1,679,768 | D | |
| Common Stock | Mar 1, 2019 | F | 43,286 | $4.99 | D | 1,636,482 | D | |
| Common Stock | holding | — | — | — | 481,721 | I | WAC LLC | |
| Common Stock | holding | — | — | — | 206,842 | I | by 2009 WTS Irrevocable Trust Dated 2/27/09 |
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, 2019 | A | 157,500 | A | — | — | Common Stock | 157,500 | 157,500 | D |
| Stock Options (Right to Buy)F3 | $4.99 | Mar 1, 2019 | A | 78,750 | A | Mar 1, 2020 | Feb 28, 2029 | Common Stock | 78,750 | 78,750 | D |
| Stock Options (Right to Buy) | $30.32 | holding | — | — | — | Feb 24, 2011 | Feb 23, 2020 | Common Stock | 50,000 | 50,000 | D |
| Stock Options (Right to Buy) | $34.38 | holding | — | — | — | Feb 23, 2012 | Feb 22, 2021 | Common Stock | 50,000 | 50,000 | D |
| Stock Options (Right to Buy) | $17.49 | holding | — | — | — | Feb 16, 2013 | Feb 15, 2022 | Common Stock | 40,000 | 40,000 | D |
| Performance Based RestrictedF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 75,000 | 75,000 | D |
| Performance Based RestrictedF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 105,000 | 105,000 | 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 these performance-based restricted shares is allocated to the attainment of the following pre-determined performance objectives between 1/1/2019 and 12/31/2021 (the "2019-2021 Performance Period"), as follows: 40% to a Cumulative Same-Store Adjusted EBITDA Growth target; 40% to a Cumulative Same-Store Net Revenue Growth target; and 20% to a Total Shareholder Return ("TSR") Percentile Rank target. 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 portion of the target number of performance-based restricted shares allocated to each performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2019-2021 Performance Period.
- F3Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.
- F4The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2017 and 12/31/2019 (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 portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2017-2019 Performance Period.
- F5The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2018 and 12/31/2020 (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 portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2018-2020 Performance Period.