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COMMUNITY HEALTH SYSTEMS INC — Director's Dealing 2013
Feb 28, 2013
32948_dirs_2013-02-28_81a26d2b-3f8f-4293-8a4c-1b3b5a9fe94b.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: COMMUNITY HEALTH SYSTEMS INC (CYH)
CIK: 0001108109
Period of Report: 2013-02-27
Reporting Person: Miller Thomas Daniel (Division President)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2013-02-27 | Common Stock | M | 20167 | $0.00 | Acquired | 136286 | Direct |
| 2013-02-27 | Common Stock | F | 2821 | $41.71 | Disposed | 133465 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2013-02-27 | Performance Based Restricted | $0.00 | M | 20167 | Disposed | 2022-02-15 | Common Stock (20167) | Direct |
| 2013-02-27 | Performance Based Restricted | $0.00 | A | 25000 | Acquired | 2023-02-26 | Common Stock (25000) | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Options (Right to Buy) | $40.41 | 2017-07-24 | Common Stock (50000) | 50000 | Direct |
| Stock Options (Right to Buy) | $32.28 | 2019-02-26 | Common Stock (20000) | 20000 | Direct |
| Stock Options (Right to Buy) | $33.90 | 2020-02-23 | Common Stock (10000) | 10000 | Direct |
| Stock Options (Right to Buy) | $37.96 | 2021-02-22 | Common Stock (10000) | 10000 | Direct |
| Stock Options (Right to Buy) | $21.07 | 2022-02-15 | Common Stock (8000) | 8000 | Direct |
Footnotes
F1: 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.
F2: 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.