Statement of Changes in Beneficial Ownership (4)
02 Mars 2023 - 10:33PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Pitt Justin D |
2. Issuer Name and Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC
[
CYH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and General Counsel |
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(Last)
(First)
(Middle)
4000 MERIDIAN BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2023 |
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(Street)
FRANKLIN, TN 37067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/1/2023 | | M | | 20000 (1) | A | $0.00 | 159932 | D | |
| Common Stock | 3/1/2023 | | A | | 30000 (2) | A | $0.00 | 189932 | D | |
| Common Stock | 3/1/2023 | | F | | 15319 | D | $6.15 | 174613 | D | |
| Common Stock | 3/1/2023 | | A | | 5000 (2) | A | $0.00 | 20553 | I | By spouse (3) |
| Common Stock | 3/1/2023 | | F | | 1484 | D | $6.15 | 19069 | I | By spouse (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Performance Based Restricted | $0.00 | 3/1/2023 | | M | | | 20000 | (1) | (1) | Common Stock | 20000 | $0.00 | 0 | D | |
| Performance Based Restricted | $0.00 | 3/1/2023 | | A | | 30000 | | (4) | (4) | Common Stock | 30000 | $0.00 | 30000 | D | |
| Stock Options (Right to Buy) | $6.15 | 3/1/2023 | | A | | 30000 | | 3/1/2024 (5) | 2/28/2033 | Common Stock | 30000 | $0.00 | 30000 | D | |
| Performance Based Restricted | $0.00 | | | | | | | (6) | (6) | Common Stock | 20000 | | 20000 | D | |
| Performance Based Restricted | $0.00 | | | | | | | (7) | (7) | Common Stock | 30000 | | 30000 | D | |
| Stock Options (Right to Buy) | $4.99 | | | | | | | 3/1/2020 | 2/28/2029 | Common Stock | 5000 | | 5000 | D | |
| Stock Options (Right to Buy) | $4.93 | | | | | | | 3/1/2021 | 2/28/2030 | Common Stock | 20000 | | 20000 | D | |
| Stock Options (Right to Buy) | $8.81 | | | | | | | 3/1/2022 (5) | 2/28/2031 | Common Stock | 20000 | | 20000 | D | |
| Stock Options (Right to Buy) | $10.18 | | | | | | | 3/1/2023 (5) | 2/29/2032 | Common Stock | 30000 | | 30000 | D | |
| Explanation of Responses: |
| (1) | The vesting of these performance-based restricted shares was based on the attainment of certain performance objectives between 1/1/2020 and 12/31/2022 (the "2020-2022 Performance Period"). Based on the actual level of achievement of such performance objectives for the 2020-2022 Performance Period, the award vested on March 1, 2023 at 100% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2020. |
| (2) | The time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. |
| (3) | The Reporting Person's spouse is employed by an affiliate of the Issuer. |
| (4) | The vesting of these performance-based restricted shares is allocated to the attainment of the following pre-determined performance objectives between 1/1/2023 and 12/31/2025 (the "2023-2025 Performance Period"), as follows: 50% to a Cumulative Consolidated Adjusted EBITDA Growth target; and 50% to a Cumulative Same-Store Net Revenue Growth target. The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2023-2025 Performance Period. |
| (5) | Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant. |
| (6) | The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2021 and 12/31/2023 (the "2021-2023 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2021-2023 Performance Period. |
| (7) | The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2022 and 12/31/2024 (the "2022-2024 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2022-2024 Performance Period. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Pitt Justin D
4000 MERIDIAN BLVD
FRANKLIN, TN 37067 |
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| EVP and General Counsel |
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Signatures
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| Christopher G. Cobb, Attorney in Fact for Justin D. Pitt | | 3/2/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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