SEC Form 4 · accession 0001127602-18-030489
Encompass Health Corp · EHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Chidsey
Director
Period of report
Oct 15, 2018
Accepted (ET)
Oct 17, 2018 · 3:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000785161
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Encompass Health Common StockF1 | Oct 15, 2018 | A | 227 | $0.00 | A | 109,027 | D | |
| Encompass Health Common StockF2,F3 | Oct 16, 2018 | A | 538 | $75.26 | A | 109,565 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to outstanding restricted stock unit award agreements, additional restricted stock units ("RSUs") are credited to each non-employee director's account on common stock dividend payment dates. The number of RSUs credited is equal to (a) the product of (i) the number of the RSUs in each director's account on the associated dividend record date and (ii) the per share dividend, divided by (b) the closing price on the dividend payment date. On October 15, 2018, Encompass Health paid a dividend on its common stock of $0.27 per share. The transaction reported on this Form 4 is an award of RSUs associated with that dividend payment.
- F2This number represents the purchase of (a) 373 shares of common stock of Encompass Health Corporation (the "Company") pursuant to an election by the reporting person to participate in the Directors Deferred Stock Investment Plan of the Company (the "Plan") and (b) 165 shares associated with cash dividends on shares of the Company's common stock held under the Plan. The Plan is a non-qualified deferral plan adopted and approved by the Board of Directors, effective November 1, 2007, allowing non-employee directors to make elections during 2017 to defer fixed percentages of their directors fees for 2018. The amount each participant defers under the Plan is deducted, on a quarterly basis, from the directors fees the participant would otherwise have received in cash. The deferred fees fund the purchase of the Company's common stock by the Plan administrator in the market for the account of each participating director, and under the terms of the Plan, such stock is entitled to cash dividends that are reinvested by the Plan administrator in the Company's common stock. On October 15, 2018, the Company paid a dividend on common stock of $0.27 per share.
- F3This per share price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.26 to $75.27, inclusive. The reporting person undertakes to provide to Encompass Health Corporation, any of its security holders, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.