SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FETTER TREVOR

(Last)

(First)

(Middle)

1445 ROSS AVENUE

SUITE 1400

(Street)

DALLAS

75202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TENET HEALTHCARE CORP [ THC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾	02/21/2014		M		29,438	A	⁽³⁾	993,655	D
Common Stock	02/21/2014		F		12,467⁽⁴⁾	D	$46.87	981,188	D
Common Stock⁽⁵⁾	02/21/2014		M		29,438	A	⁽³⁾	1,010,626	D
Common Stock	02/21/2014		F		12,467⁽⁴⁾	D	$46.87	998,159	D
Common Stock								2,550	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2011 February Performance-Based Restricted Units	⁽²⁾	02/21/2014		M			29,438	⁽²⁾	⁽²⁾	Common Stock	29,438	$0.00	0	D
2011 February Restricted Stock Units	⁽⁵⁾	02/21/2014		M			29,438	⁽⁵⁾	⁽⁵⁾	Common Stock	29,438	$0.00	0	D
2013 February Performance-Based Restricted Units	⁽⁶⁾	02/24/2014		A		95,396		⁽⁶⁾	⁽⁶⁾	Common Stock	95,396	$0.00	95,396	D

Explanation of Responses:

1. All historical share data in this Form 4 have been restated to reflect a one-for-four reverse stock split effective as of October 11, 2012.

2. As previously reported, on February 23, 2011, the reporting person received a grant of 88,316 performance restricted units that were subject to the issuer's attainment of a specified one-year performance metric for the year then-ending December 31, 2011. The performance metric was met; therefore, these restricted units vest ratably on each of the first, second and third anniversaries of the date of grant. The first and second anniversaries occurred on February 23, 2012 and February 22, 2013, respectively, resulting in the vesting and settlement of 29,439 shares of common stock in each case. The third anniversary of this grant occurred on February 21, 2014, resulting in the vesting and settlement of 29,438 shares of common stock as shown in Table I and Table II. Restricted units are settled in shares of the Company's common stock upon vesting.

3. Restricted units convert into common stock on a one-for-one basis.

4. Shares withheld for payment of taxes upon vesting of restricted units in accordance with Rule 16b-3.

5. As previously reported, on February 23, 2011, the reporting person received a grant of 88,316 restricted units that vest ratably on each of the first, second and third anniversaries of the date of grant. The first and second anniversaries occurred on February 23, 2012 and February 22, 2013, respectively, resulting in the vesting and settlement of 29,439 shares of common stock in each case. The third anniversary of this grant occurred on February 21, 2014, resulting in the vesting and settlement of 29,438 shares of common stock as shown in Table I and Table II. Restricted units are settled in shares of the Company's common stock upon vesting.

6. As previously reported, on February 28, 2013, the reporting person received a grant of performance restricted units, the target amount of which was 95,396 units. The units were subject to the issuer's attainment of a specified one-year performance metric for the year then-ending December 31, 2013. The performance metric was achieved at the target performance level; therefore, these restricted units vest ratably on each of the first, second and third anniversaries of the date of grant.

Remarks:

	/s/ Jeffrey S. McFall, Attorney-in-Fact for Trevor Fetter	02/25/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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