SEC Form 4 · accession 0001209191-15-020431
TENET HEALTHCARE CORP · THC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith B Pitts
Officer — Vice Chairman
Period of report
Feb 26, 2015
Accepted (ET)
Mar 2, 2015 · 6:04 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 | 11,276 | — | A | 49,607 | D | |
| Common StockF3 | Feb 26, 2015 | D | 4,731 | $46.74 | D | 44,876 | D | |
| Common StockF4,F2 | Feb 26, 2015 | M | 22,552 | — | A | 67,428 | D | |
| Common StockF3 | Feb 26, 2015 | D | 9,322 | $46.74 | D | 58,106 | 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,F5 | — | Feb 26, 2015 | M | 11,276 | D | — | — | Common Stock | 11,276 | 22,553 | D |
| 2014 February Performance-Based Restricted Stock UnitsF4,F5 | — | Feb 26, 2015 | M | 22,552 | D | — | — | Common Stock | 22,552 | 45,106 | D |
Explanation of responses
- F1As previously reported, on February 26, 2014, the reporting person received a grant of 33,829 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 11,276 shares of common stock as shown above in Table I. The remaining 22,553 restricted stock units are shown in Table II, of which 11,276 and 11,277 are scheduled to vest on February 26, 2016 and February 26, 2017, respectively.
- 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 33,829 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 22,552 shares of common stock, as shown in Table I. The remaining 45,106 performance restricted stock units are shown in Table II, of which 22,552 and 22,554 are scheduled to vest on February 26, 2016 and February 26, 2017, respectively.
- F5Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock upon vesting.