SEC Form 4 · accession 0001225208-17-005421
LEGACY LIFEPOINT HEALTH, INC. · LPNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Dill
Officer — President and Chief Operating
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 6:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001301611
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common | Feb 28, 2017 | M | 30,240 | $0.00 | A | 220,355 | D | |
| CommonF1 | Mar 1, 2017 | F | 12,682 | $64.30 | D | 207,673 | D | |
| Common | holding | — | — | — | 6,350 | I | By Custodian For Child | |
| Common | holding | — | — | — | 758 | I | By Retirement Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Options (Right to buy)F2 | $64.50 | Feb 28, 2017 | A | 101,559 | A | Feb 28, 2018 | Feb 28, 2027 | Common | 101,559 | 101,559 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 28, 2017 | M | 30,240 | D | — | — | Common | 30,240 | 63,896 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 28, 2017 | A | 27,421 | A | Dec 31, 2019 | Dec 31, 2019 | Common | 27,421 | 27,421 | D |
Explanation of responses
- F1Pursuant to the terms of the Company's 2013 Long-Term Incentive Plan, these shares were automatically withheld for payment of the tax liability incident to the vesting of a restricted stock award.
- F2The options vest in four equal annual installments beginning on the first anniversary of the date of grant.
- F3Vesting of these Restricted Stock Units was conditioned upon the Issuer's three-year annualized total shareholder return as of December 31, 2016 relative to the S&P GICS Sub-industry: Health Care Facilities with over $500 million in revenues.
- F4The Performance Period with respect to these restricted stock units (RSUs) is January 1, 2017 through December 31, 2019. Each RSU represents the right to receive, upon vesting, up to two shares of the Issuer's common stock. Vesting of these performance-based RSUs is contingent on criteria such as (i) the Issuer's cumulative EBITDA during the Performance Period; (ii) the Issuer's diluted earnings per share during the Performance Period; and (iii) the Issuer's three-year annualized total shareholder return as of December 31, 2019 relative to the S&P GICS Sub-Industry: Health Care Facilities with over $500 million in revenues, or its equivalent.