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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Based Restricted | $ 0 | 03/01/2017 | M(2) | 35,000 | 03/01/2017 | 02/28/2026 | Common Stock | 35,000 | $ 0 | 0 | D | ||||
| Performance Based Restricted | $ 0 | 03/01/2017 | A | 20,000 | 03/01/2020(3) | 02/28/2027 | Common Stock | 20,000 | $ 0 | 20,000 | D | ||||
| Stock Options (Right to Buy) | $ 30.32 | 02/24/2011 | 02/23/2020 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 34.38 | 02/23/2012 | 02/22/2021 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 17.49 | 02/16/2013 | 02/15/2022 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Smith Patton Paul 4000 MERIDIAN BOULEVARD FRANKLIN, TN 37067 |
Division President | |||
| Christopher G. Cobb, Attorney in Fact for Patton Paul Smith | 03/02/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | The performance objectives governing these shares of Performance Based Restricted Stock have been met, and, accordingly, these shares will now be reported in Table 1 as directly owned shares of Restricted Stock. The time-vesting restrictions lapse in 1/3 increments on the first, second and third anniversary of the date of grant. |
| (3) | The vesting of 80% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Same-Store Adjusted EBITDA Growth between January 1, 2017 and December 31, 2019 (the "Performance Period"). The vesting of the remaining 20% of these performance-based restricted shares is subject to the attainment of a pre-determined level of Cumulative Adjusted EPS for the 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 target number of performance-based restricted shares subject to the attainment of the Cumulative Same-Store Adjusted EBITDA Growth and Cumulative Adjusted EPS criteria, as applicable, will ultimately vest on the third anniversary of the date of grant, with the vesting percentage to be determined based upon achievement with respect to the applicable criteria during the Performance Period. |
| Remarks: NOTE: The per share exercise price of each option listed on Table II granted prior to April 29, 2016, was adjusted pursuant to the Employee Matters Agreement between the Issuer and Quorum Health Corporation ("QHC"), dated as of April 29, 2016, to preserve the aggregate intrinsic value of the original award as a result of the spin-off from the Issuer of QHC, effective April 29, 2016. | |