SEC Form 4 · accession 0001209191-18-014233
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 23, 2018
Accepted (ET)
Feb 27, 2018 · 7:01 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 23, 2018 | M | 4,749 | — | A | 51,397 | D | |
| Common StockF3 | Feb 23, 2018 | F | 1,258 | $19.28 | D | 50,139 | D | |
| Common StockF4,F2 | Feb 23, 2018 | M | 7,822 | — | A | 57,961 | D | |
| Common StockF3 | Feb 23, 2018 | F | 1,894 | $19.28 | D | 56,067 | 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,F5 | — | Feb 23, 2018 | M | 4,749 | D | — | — | Common Stock | 4,749 | 0 | D |
| 2015 February Performance-Based Restricted Stock UnitsF4,F5 | — | Feb 23, 2018 | M | 7,822 | D | — | — | Common Stock | 7,822 | 0 | D |
Explanation of responses
- F1As previously reported, on February 25, 2015, the reporting person received a grant of 14,246 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 4,748 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 4,749 shares of common stock. The third vesting date occurred on February 23, 2018 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 4,749 shares of common stock, as shown in Table I.
- 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.
- F4On 2/25/15, the reporting person received a target grant of 14,246 performance-based RSUs that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending 12/31/15. The actual number of stock units that could vest ranged from 0% to 200% of the target unit amount. The performance metric was exceeded & 164.7% of the target grant was awarded; therefore, these RSUs vest in 1/3 increments on each of the 1st, 2nd & 3rd anniversaries of the date of grant. The 1st anniversary occurred 2/25/16, resulting in the vesting & settlement of 7,820 shares of common stock. The 2nd vesting date occurred 2/24/17 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting & settlement of 7,822 shares of common stock. The 3rd vesting date occurred 2/23/18 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting & settlement of 7,822 shares of common stock as shown in Table I.
- F5Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock upon vesting.