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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 | 03/01/2019 | A | 157,500 | (2) | (2) | Common Stock | 157,500 | $ 0 | 157,500 | D | ||||
| Stock Options (Right to Buy) | $ 4.99 | 03/01/2019 | A | 78,750 | 03/01/2020(3) | 02/28/2029 | Common Stock | 78,750 | $ 0 | 78,750 | D | ||||
| Stock Options (Right to Buy) | $ 30.32 | 02/24/2011 | 02/23/2020 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 34.38 | 02/23/2012 | 02/22/2021 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 17.49 | 02/16/2013 | 02/15/2022 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Performance Based Restricted | $ 0 | (4) | (4) | Common Stock | 75,000 | 75,000 | D | ||||||||
| Performance Based Restricted | $ 0 | (5) | (5) | Common Stock | 105,000 | 105,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SMITH WAYNE T 4000 MERIDIAN BOULEVARD FRANKLIN, TN 37067 |
X | Chairman & CEO | ||
| Christopher G. Cobb, Attorney in Fact for Wayne T Smith | 03/04/2019 | |
| **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 vesting of these performance-based restricted shares is allocated to the attainment of the following pre-determined performance objectives between 1/1/2019 and 12/31/2021 (the "2019-2021 Performance Period"), as follows: 40% to a Cumulative Same-Store Adjusted EBITDA Growth target; 40% to a Cumulative Same-Store Net Revenue Growth target; and 20% to a Total Shareholder Return ("TSR") Percentile Rank 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 2019-2021 Performance Period. |
| (3) | Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant. |
| (4) | The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2017 and 12/31/2019 (the "2017-2019 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 2017-2019 Performance Period. |
| (5) | The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2018 and 12/31/2020 (the "2018-2020 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 2018-2020 Performance Period. |