SEC Form 4 · accession 0001209191-15-020407
TENET HEALTHCARE CORP · THC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Audrey T. Andrews
Officer — SVP and General Counsel
Period of report
Feb 26, 2015
Accepted (ET)
Mar 2, 2015 · 5:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000070318
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 26, 2015 | M | 3,383 | — | A | 3,383 | D | |
| Common StockF3 | Feb 26, 2015 | F | 1,433 | $46.74 | D | 1,950 | D | |
| Common StockF4,F2 | Feb 26, 2015 | M | 6,766 | — | A | 8,716 | D | |
| Common StockF3 | Feb 26, 2015 | F | 2,882 | $46.74 | D | 5,834 | D | |
| Common StockF5,F2 | Feb 27, 2015 | M | 3,392 | — | A | 9,226 | D | |
| Common StockF3 | Feb 27, 2015 | F | 1,437 | $46.30 | D | 7,789 | D | |
| Common StockF6,F2 | Feb 27, 2015 | M | 3,392 | — | A | 11,181 | D | |
| Common StockF3 | Feb 27, 2015 | F | 1,437 | $46.30 | D | 9,744 | D | |
| Common StockF7,F8,F2 | Feb 27, 2015 | M | 4,166 | — | A | 13,910 | D | |
| Common StockF3 | Feb 27, 2015 | F | 1,765 | $46.30 | D | 12,145 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 February Restricted Stock UnitsF1,F9 | — | Feb 26, 2015 | M | 3,383 | D | — | — | Common Stock | 3,383 | 6,766 | D |
| 2014 February Performance-Based Restricted Stock UnitsF4,F9 | — | Feb 26, 2015 | M | 6,766 | D | — | — | Common Stock | 6,766 | 13,532 | D |
| 2013 February Restricted Stock UnitsF5,F9 | — | Feb 27, 2015 | M | 3,392 | D | — | — | Common Stock | 3,392 | 3,392 | D |
| 2013 February Performance-Based Restricted Stock UnitsF6,F9 | — | Feb 27, 2015 | M | 3,392 | D | — | — | Common Stock | 3,392 | 3,392 | D |
| 2012 February Restricted Stock UnitsF7,F9 | — | Feb 27, 2015 | M | 4,166 | D | — | — | Common Stock | 4,166 | 0 | D |
Explanation of responses
- F1As previously reported, on February 26, 2014, the reporting person received a grant of 10,149 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 26, 2015, resulting in the vesting and settlement of 3,383 shares of common stock as shown above in Table I. The remaining 6,766 restricted stock units are shown in Table II, of which 3,383 are scheduled to vest on each of February 26, 2016 and February 26, 2017.
- F2Restricted stock units convert into common stock on a one-for-one basis.
- F3Shares withheld for payment of taxes upon vesting of restricted stock units in accordance with Rule 16b-3.
- F4As previously reported, on February 26, 2014, the reporting person received a target grant of 10,149 performance-based restricted stock units that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending December 31, 2014. The actual number of stock units that could vest ranged from 0% to 200% of the target unit amount. The performance metric was exceeded and 200% of the target grant was awarded; therefore, these restricted stock units vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 26, 2015, resulting in the vesting and settlement of 6,766 shares of common stock, as shown in Table I. The remaining 13,532 performance restricted stock units are shown in Table II, of which 6,766 are scheduled to vest on each of February 26, 2016 and February 26, 2017.
- F5As previously reported, on February 28, 2013, the reporting person received a grant of 10,176 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 3,392 shares of common stock. The second vesting date occurred on February 27, 2015 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 3,392 shares of common stock, as shown in Table I. The remaining 3,392 restricted stock units are shown in Table II, which are scheduled to vest on February 28, 2016.
- F6As previously reported, on February 28, 2013, the reporting person received a grant of 10,176 performance-based restricted stock units that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending December 31, 2013. The performance metric was met; therefore, these restricted stock units vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 3,392 shares of common stock. The second vesting date occurred on February 27, 2015 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 3,392 shares of common stock, as shown in Table I. The remaining 3,392 performance restricted stock units are shown in Table II, which are scheduled to vest on February 28, 2016.
- F7As previously reported, on February 29, 2012, the reporting person received a grant of 12,500 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 28, 2013, resulting in the vesting and settlement of 4,167 shares of common stock. The second anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 4,167 shares of common stock. The third vesting date occurred on February 27, 2015 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 4,166 shares of common stock, as shown in Table I.
- F8All historical share data in this Form 4 have been restated to reflect a one-for-four reverse stock split effective as of October 11, 2012.
- F9Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock upon vesting.