SEC Form 4 · accession 0001209191-16-103501
TENET HEALTHCARE CORP · THC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Trevor Fetter
Officer — Chairman and CEO · Director
Period of report
Feb 25, 2016
Accepted (ET)
Feb 29, 2016 · 5:45 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 25, 2016 | M | 32,873 | — | A | 780,525 | D | |
| Common StockF3 | Feb 25, 2016 | F | 13,921 | $24.81 | D | 766,604 | D | |
| Common StockF4,F2 | Feb 25, 2016 | M | 54,142 | — | A | 820,746 | D | |
| Common StockF3 | Feb 25, 2016 | F | 22,930 | $24.81 | D | 797,816 | D | |
| Common StockF5,F2 | Feb 26, 2016 | M | 30,071 | — | A | 827,887 | D | |
| Common StockF3 | Feb 26, 2016 | F | 12,736 | $25.68 | D | 815,151 | D | |
| Common StockF6,F2 | Feb 26, 2016 | M | 60,142 | — | A | 875,293 | D | |
| Common StockF3 | Feb 26, 2016 | F | 25,471 | $25.68 | D | 849,822 | D | |
| Common StockF7,F2 | Feb 26, 2016 | M | 31,799 | — | A | 881,621 | D | |
| Common StockF3 | Feb 26, 2016 | F | 13,467 | $25.68 | D | 868,154 | D | |
| Common StockF8,F2 | Feb 26, 2016 | M | 31,799 | — | A | 899,953 | D | |
| Common StockF3 | Feb 26, 2016 | F | 13,467 | $25.68 | D | 886,486 | D | |
| Common Stock | holding | — | — | — | 2,550 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 February Restricted Stock UnitsF1,F9 | — | Feb 25, 2016 | M | 32,873 | D | — | — | Common Stock | 32,873 | 65,746 | D |
| 2015 February Performance-Based Restricted Stock UnitsF4,F9 | — | Feb 25, 2016 | M | 54,142 | D | — | — | Common Stock | 54,142 | 108,284 | D |
| 2014 February Restricted Stock UnitsF5,F9 | — | Feb 26, 2016 | M | 30,071 | D | — | — | Common Stock | 30,071 | 30,071 | D |
| 2014 February Performance-Based Restricted Stock UnitsF6,F9 | — | Feb 26, 2016 | M | 60,142 | D | — | — | Common Stock | 60,142 | 60,142 | D |
| 2013 February Restricted Stock UnitsF7,F9 | — | Feb 26, 2016 | M | 31,799 | D | — | — | Common Stock | 31,799 | 0 | D |
| 2013 February Performance-Based Restricted Stock UnitsF8,F9 | — | Feb 26, 2016 | M | 31,799 | D | — | — | Common Stock | 31,799 | 0 | D |
Explanation of responses
- F1As previously reported, on February 25, 2015, the reporting person received a grant of 98,619 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 25, 2016, resulting in the vesting and settlement of 32,873 shares of common stock, as shown in Table I. The remaining 65,746 restricted stock units are shown in Table II, of which 32,873 are scheduled to vest on each of February 25, 2017 and February 25, 2018.
- 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 25, 2015, the reporting person received a target grant of 98,619 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, 2015. 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 164.7% 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 25, 2016, resulting in the vesting and settlement of 54,142 shares of common stock, as shown in Table I. The remaining 108,284 performance restricted stock units are shown in Table II, of which 54,142 are scheduled to vest on each of February 25, 2017 and February 25, 2018.
- F5As previously reported, on February 26, 2014, the reporting person received a grant of 90,212 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 30,070 shares of common stock. The second anniversary occurred on February 26, 2016, resulting in the vesting and settlement of 30,071 shares of common stock, as shown in Table I. The remaining 30,071 restricted stock units are shown in Table II, which are scheduled to vest on February 26, 2017.
- F6As previously reported, on February 26, 2014, the reporting person received a target grant of 90,212 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 60,140 shares of common stock. The second anniversary occurred on February 26, 2016 resulting in the vesting and settlement of 60,142 shares of common stock, as shown in Table I. The remaining 60,142 performance restricted stock units are shown in Table II, which are scheduled to vest on February 26, 2017.
- F7As previously reported, on February 28, 2013, the reporting person received a grant of 95,396 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 31,798 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 31,799 shares of common stock. The third vesting date occurred on February 26, 2016 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 31,799 shares of common stock, as shown in Table I.
- F8As previously reported, on February 28, 2013, the reporting person received a target grant of 95,396 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 31,798 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 31,799 shares of common stock. The third vesting date occurred on February 26, 2016 (the business day prior to the anniversary date which fell on a weekend) resulting in the vesting and settlement of 31,799 shares of common stock, as shown in Table I.
- F9Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock upon vesting.