SEC Form 4 · accession 0001225208-18-004987
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 27, 2018
Accepted (ET)
Mar 1, 2018 · 5:55 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 27, 2018 | M | 23,000 | $0.00 | A | 230,673 | D | |
| CommonF1 | Feb 28, 2018 | F | 9,029 | $46.10 | D | 221,644 | 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 | $44.85 | Feb 27, 2018 | A | 111,315 | A | — | Feb 27, 2028 | Common | 111,315 | 111,315 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 27, 2018 | A | 36,734 | A | — | — | Common | 36,734 | 86,870 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 27, 2018 | M | 23,000 | D | — | — | Common | 23,000 | 63,870 | 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 installments beginning on the first anniversary of the date of grant.
- F3The Performance Period with respect to these restricted stock units ("RSUs") is January 1, 2018 through December 31, 2020. 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 upon the achievement of annually established performance targets for diluted earnings per share for each of the three fiscal years of the Performance Period, with the final number of shares of common stock issued under the RSUs subject to modification based on the Issuer's three-year annualized total shareholder return as of December 31, 2020 relative to the S&P GICS Sub-Industry Health Care Facilities with over $500 million in revenues, or its equivalent. Any RSUs earned during the Performance Period will be paid out 75% in 2020 and 25% in 2021, contingent upon continued employment with the Issuer.
- F4Vesting of these performance-based RSUs was contingent upon the Issuer's three-year annualized total shareholder return or TSR as of December 31, 2017 relative to the S&P GICS Sub-industry: Health Care Facilities with over $500 million in revenues, or its equivalent.