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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 | 02/27/2013(2) | M | 100,835 | 02/16/2013 | 02/15/2022 | Common Stock | 100,835 | $ 0 | 0 | D | ||||
Performance Based Restricted | $ 0 | 02/27/2013 | A | 125,000 | 02/27/2014(3) | 02/26/2023 | Common Stock | 125,000 | $ 0 | 125,000 | D | ||||
Stock Options (Right to Buy) | $ 32.37 | 02/26/2013 | M | 100,000 | 02/28/2006 | 02/27/2013 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
Stock Options (Right to Buy) | $ 38.3 | 03/01/2007 | 02/29/2016 | Common Stock | 100,000 | 100,000 | D | ||||||||
Stock Options (Right to Buy) | $ 37.21 | 02/28/2008 | 02/27/2017 | Common Stock | 100,000 | 100,000 | D | ||||||||
Stock Options (Right to Buy) | $ 40.41 | 07/25/2008 | 07/24/2017 | Common Stock | 500,000 | 500,000 | D | ||||||||
Stock Options (Right to Buy) | $ 32.28 | 02/27/2009 | 02/26/2018 | Common Stock | 200,000 | 200,000 | D | ||||||||
Stock Options (Right to Buy) | $ 18.18 | 02/25/2010 | 02/24/2019 | Common Stock | 50,000 | 50,000 | D | ||||||||
Stock Options (Right to Buy) | $ 33.9 | 02/24/2011 | 02/23/2020 | Common Stock | 50,000 | 50,000 | D | ||||||||
Stock Options (Right to Buy) | $ 37.96 | 02/23/2012 | 02/22/2021 | Common Stock | 50,000 | 50,000 | D | ||||||||
Stock Options (Right to Buy) | $ 21.07 | 02/16/2013 | 02/15/2022 | Common Stock | 40,000 | 40,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SMITH WAYNE T 4000 MERIDIAN BOULEVARD FRANKLIN, TN 37067 |
X | Chairman, President & CEO |
Christopher G. Cobb, Attorney in Fact for Wayne T. Smith | 02/28/2013 | |
**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 shares were sold in a series of transactions at a weighted average sale price of $39.9779 per share. |
(2) | Financial information necessary to determine if performance criteria had been satisfied was not publicly available on February 16, 2013, the first anniversary of the date of the award. At a meeting of the Compensation Committee ("Committee") held February 26, 2013, and confirmed by the Board of Directors ("Board") on February 27, 2013, the Committee and the Board determined that the performance conditions had been satisfied. The shares will now be reported as owned shares in Table I, and restrictions on the remaining shares will lapse on the 2nd and 3rd anniversary of the original date of the award, all in accordance with the award agreement. |
(3) | Each performance based restricted share represents a contingent right to receive one share of CYH common stock. There are two elements to the lapsing of the restriction; first, the Company must achieve specified targeted amount of earnings per share from continuing operations, or net revenue from continuing operations, and if the performance objective is met, the vesting restrictions will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. If the objectives are not met, the shares will be forfeited. |