SEC Form 4 · accession 0001209191-15-020415

TENET HEALTHCARE CORP · THC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Daniel J Cancelmi

Officer — Chief Financial Officer

Period of report

Feb 26, 2015

Accepted (ET)

Mar 2, 2015 · 5:55 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
Common Stock^F1,F2	Feb 26, 2015	M	7,141	—	A	89,246	D
Common Stock^F3	Feb 26, 2015	F	3,014	$46.74	D	86,232	D
Common Stock^F4,F2	Feb 26, 2015	M	14,282	—	A	100,514	D
Common Stock^F3	Feb 26, 2015	F	6,049	$46.74	D	94,465	D
Common Stock^F5,F2	Feb 27, 2015	M	7,208	—	A	101,673	D
Common Stock^F3	Feb 27, 2015	F	3,053	$46.30	D	98,620	D
Common Stock^F6,F2	Feb 27, 2015	M	7,208	—	A	105,828	D
Common Stock^F3	Feb 27, 2015	F	3,053	$46.30	D	102,775	D
Common Stock^F7,F8,F2	Feb 27, 2015	M	3,332	—	A	106,107	D
Common Stock^F3	Feb 27, 2015	F	1,412	$46.30	D	104,695	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 Units^F1,F9	—	Feb 26, 2015	M	7,141	D	—	—	Common Stock	7,141	14,284	D
2014 February Performance-Based Restricted Stock Units^F4,F9	—	Feb 26, 2015	M	14,282	D	—	—	Common Stock	14,282	28,568	D
2013 February Restricted Stock Units^F5,F9	—	Feb 27, 2015	M	7,208	D	—	—	Common Stock	7,208	7,208	D
2013 February Performance-Based Restricted Stock Units^F6,F9	—	Feb 27, 2015	M	7,208	D	—	—	Common Stock	7,208	7,208	D
2012 February Restricted Stock Units^F7,F9	—	Feb 27, 2015	M	3,332	D	—	—	Common Stock	3,332	0	D

Explanation of responses

F1As previously reported, on February 26, 2014, the reporting person received a grant of 21,425 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 7,141 shares of common stock as shown above in Table I. The remaining 14,284 restricted stock units are shown in Table II, of which 7,142 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 21,425 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 14,282 shares of common stock, as shown in Table I. The remaining 28,568 performance restricted stock units are shown in Table II, of which 14,284 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 21,623 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 7,207 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 7,208 shares of common stock, as shown in Table I. The remaining 7,208 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 21,623 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 7,207 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 7,208 shares of common stock, as shown in Table I. The remaining 7,208 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 10,000 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 3,334 shares of common stock. The second anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 3,334 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 3,332 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.