SEC Form 4 · accession 0001209191-17-015530
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 24, 2017
Accepted (ET)
Feb 28, 2017 · 7:47 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 24, 2017 | M | 12,784 | — | A | 139,220 | D | |
| Common StockF3 | Feb 24, 2017 | F | 3,663 | $21.99 | D | 135,557 | D | |
| Common StockF4,F2 | Feb 24, 2017 | M | 21,056 | — | A | 156,613 | D | |
| Common StockF3 | Feb 24, 2017 | F | 8,833 | $21.99 | D | 147,780 | D | |
| Common StockF5,F2 | Feb 24, 2017 | M | 11,277 | — | A | 159,057 | D | |
| Common StockF3 | Feb 24, 2017 | F | 3,060 | $21.99 | D | 155,997 | D | |
| Common StockF6,F2 | Feb 24, 2017 | M | 22,554 | — | A | 178,551 | D | |
| Common StockF3 | Feb 24, 2017 | F | 6,169 | $21.99 | D | 172,382 | D |
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,F7 | — | Feb 24, 2017 | M | 12,784 | D | — | — | Common Stock | 12,784 | 12,784 | D |
| 2015 February Performance-Based Restricted Stock UnitsF4,F7 | — | Feb 24, 2017 | M | 21,056 | D | — | — | Common Stock | 21,056 | 21,054 | D |
| 2014 February Restricted Stock UnitsF5,F7 | — | Feb 24, 2017 | M | 11,277 | D | — | — | Common Stock | 11,277 | 0 | D |
| 2014 February Performance-Based Restricted Stock UnitsF6,F7 | — | Feb 24, 2017 | M | 22,554 | D | — | — | Common Stock | 22,554 | 0 | D |
Explanation of responses
- F1As previously reported, on February 25, 2015, the reporting person received a grant of 38,352 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 12,784 shares of common stock. The second vesting date occurred on February 24, 2017 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 12,784 shares of common stock, as shown in Table I. The remaining 12,784 restricted stock units are shown in Table II, which are scheduled to vest on 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 Feb. 25, 2015, the reporting person received a target grant of 38,352 performance-based RSUs 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 RSUs vest in one-third increments on each of the 1st, 2nd and 3rd anniversaries of the date of grant. The 1st anniversary occurred on Feb. 25, 2016, resulting in the vesting and settlement of 21,056 shares of common stock. The 2nd vesting date occurred on Feb. 24, 2017 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 21,056 shares of common stock, as shown in Table I. The remaining 21,054 performance RSUs are shown in Table II, which are scheduled to vest on Feb. 25, 2018.
- F5As 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. The second anniversary occurred on February 26, 2016, resulting in the vesting and settlement of 11,276 shares of common stock. The third vesting date occurred on February 24, 2017 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 11,277 shares of common stock, as shown in Table I.
- F6As previously reported, on Feb. 26, 2014, the reporting person received a target grant of 33,829 performance-based RSUs that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending Dec. 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 RSUs vest in one-third increments on each of the 1st, 2nd and 3rd anniversaries of the date of grant. The 1st anniversary occurred on Feb. 26, 2015, resulting in the vesting & settlement of 22,552 shares of common stock. The 2nd anniversary occurred on Feb. 26, 2016, resulting in the vesting & settlement of 22,552 shares of common stock. The 3rd vesting date occurred on Feb. 24, 2017 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 22,554 shares of common stock, as shown in Table I.
- F7Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock upon vesting.