SEC Form 4 · accession 0001209191-19-018638
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
Mar 8, 2019
Accepted (ET)
Mar 11, 2019 · 8:32 pm EDT
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 | Mar 8, 2019 | M | 7,844 | — | A | 89,170 | D | |
| Common StockF3 | Mar 8, 2019 | F | 3,009 | $27.17 | D | 86,161 | D | |
| Common StockF4,F2 | Mar 8, 2019 | M | 9,930 | — | A | 96,091 | D | |
| Common StockF3 | Mar 8, 2019 | F | 3,809 | $27.17 | D | 92,282 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 March Restricted Stock UnitsF1,F5 | — | Mar 8, 2019 | M | 7,844 | D | — | — | Common Stock | 7,844 | 0 | D |
| 2016 March Performance-Based Restricted Stock UnitsF4,F5 | — | Mar 8, 2019 | M | 9,930 | D | — | — | Common Stock | 9,930 | 0 | D |
Explanation of responses
- F1As previously reported, on March 10, 2016, the reporting person received a grant of 23,530 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 March 10, 2017, resulting in the settlement of 7,843 shares of common stock. The second vesting date occurred on March 9, 2018 (the business day prior to the anniversary date, which fell on a weekend), resulting in the settlement of 7,843 shares of common stock. The third vesting date occurred on March 8, 2019 (the business day prior to the anniversary date, which fell on a weekend), resulting in the settlement of the remaining 7,844 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.
- F4As previously reported, on March 10, 2016, the reporting person received a target grant of 23,530 performance-based restricted stock units that were subject to the Company's achievement of specified performance goals for the three year period that ended on December 31, 2018. The actual number of stock units that could vest ranged from 0% to 200% of the target unit amount. The performance goals were achieved in part, and 42.2% of the target grant was awarded; therefore, 9,930 restricted stock units vested on March 8, 2019 (the business day prior to the third anniversary of the date of grant, which fell on a weekend), resulting in the settlement of 9,930 shares of common stock, as shown in Table I.
- F5Restricted stock units are settled in shares of the Company's common stock upon vesting.