Filing Details
- Accession Number:
- 0001209191-13-012414
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2013-02-28 16:36:36
- Reporting Period:
- 2013-02-26
- Filing Date:
- 2013-02-28
- Accepted Time:
- 2013-02-28 16:36:36
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1108109 | Community Health Systems Inc | CYH | Services-General Medical & Surgical Hospitals, Nec (8062) | 133893191 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1018660 | T Wayne Smith | 4000 Meridian Boulevard Franklin TN 37067 | Chairman, President & Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2013-02-26 | 100,000 | $32.37 | 666,247 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2013-02-26 | 100,000 | $39.98 | 566,247 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2013-02-27 | 100,835 | $0.00 | 667,082 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2013-02-27 | 14,100 | $41.71 | 652,982 | No | 4 | F | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance Based Restricted | Disposition | 2013-02-27 | 100,835 | $0.00 | 100,835 | $0.00 |
| Common Stock | Performance Based Restricted | Acquisiton | 2013-02-27 | 125,000 | $0.00 | 125,000 | $0.00 |
| Common Stock | Stock Options (Right to Buy) | Disposition | 2013-02-26 | 100,000 | $0.00 | 100,000 | $32.37 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2013-02-16 | 2022-02-15 | No | 4 | M | Direct |
| 125,000 | 2014-02-27 | 2023-02-26 | No | 4 | A | Direct |
| 0 | 2006-02-28 | 2013-02-27 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 191,115 | Indirect | 2011 GRAT No. 2 |
| Common Stock | 116,268 | Indirect | 2012 GRAT |
| Common Stock | 51,059 | Indirect | by 2009 WTS Irrevocable Trust Dated 2/27/09 |
| Common Stock | 481,721 | Indirect | WAC LLC |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock Options (Right to Buy) | $38.30 | 2007-03-01 | 2016-02-29 | 100,000 | 100,000 | Direct |
| Common Stock | Stock Options (Right to Buy) | $37.21 | 2008-02-28 | 2017-02-27 | 100,000 | 100,000 | Direct |
| Common Stock | Stock Options (Right to Buy) | $40.41 | 2008-07-25 | 2017-07-24 | 500,000 | 500,000 | Direct |
| Common Stock | Stock Options (Right to Buy) | $32.28 | 2009-02-27 | 2018-02-26 | 200,000 | 200,000 | Direct |
| Common Stock | Stock Options (Right to Buy) | $18.18 | 2010-02-25 | 2019-02-24 | 50,000 | 50,000 | Direct |
| Common Stock | Stock Options (Right to Buy) | $33.90 | 2011-02-24 | 2020-02-23 | 50,000 | 50,000 | Direct |
| Common Stock | Stock Options (Right to Buy) | $37.96 | 2012-02-23 | 2021-02-22 | 50,000 | 50,000 | Direct |
| Common Stock | Stock Options (Right to Buy) | $21.07 | 2013-02-16 | 2022-02-15 | 40,000 | 40,000 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2016-02-29 | 100,000 | 100,000 | Direct |
| 2017-02-27 | 100,000 | 100,000 | Direct |
| 2017-07-24 | 500,000 | 500,000 | Direct |
| 2018-02-26 | 200,000 | 200,000 | Direct |
| 2019-02-24 | 50,000 | 50,000 | Direct |
| 2020-02-23 | 50,000 | 50,000 | Direct |
| 2021-02-22 | 50,000 | 50,000 | Direct |
| 2022-02-15 | 40,000 | 40,000 | Direct |
Footnotes
- The shares were sold in a series of transactions at a weighted average sale price of $39.9779 per share.
- 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.
- 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.
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