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^*

Andrews Audrey T.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2014

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⁾	02/28/2014		M		4,167	A	⁽³⁾	9,836	D
Common Stock	02/28/2014		F		1,140⁽⁴⁾	D	$44.12	8,696	D
Common Stock⁽⁵⁾	02/28/2014		M		3,392	A	⁽³⁾	12,088	D
Common Stock	02/28/2014		F		928⁽⁴⁾	D	$44.12	11,160	D
Common Stock⁽⁶⁾	02/28/2014		M		3,392	A	⁽³⁾	14,552	D
Common Stock	02/28/2014		F		928⁽⁴⁾	D	$44.12	13,624	D

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)
2012 February Restricted Stock Units	⁽²⁾	02/28/2014		M			4,167	⁽²⁾	⁽²⁾	Common Stock	4,167	$0.00	4,166	D
2013 February Performance-Based Restricted Stock Units	⁽⁵⁾	02/28/2014		M			3,392	⁽⁵⁾	⁽⁵⁾	Common Stock	3,392	$0.00	6,784	D
2013 February Restricted Stock Units	⁽⁶⁾	02/28/2014		M			3,392	⁽⁶⁾	⁽⁶⁾	Common Stock	3,392	$0.00	6,784	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 29, 2012, the reporting person received a grant of 12,500 restricted units that vest ratably on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 28, 2013, resulting in the vesting and settlement of 4,167 shares of common stock. The second anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 4,167 shares of common stock, as shown in Table I. The remaining 4,166 restricted units are shown in Table II, which are scheduled to vest on February 28, 2015. 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 28, 2013, the reporting person received a grant of 10,176 performance-based restricted units that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending December 31, 2013. 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 anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 3,392 shares of common stock, as shown in Table I. The remaining 6,784 performance restricted units are shown in Table II, of which 3,392 are scheduled to vest on February 28, 2015 and 3,392 are scheduled to vest on February 28, 2016. Performance-based 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 10,176 restricted units that vest ratably on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 3,392 shares of common stock, as shown in Table I. The remaining 6,784 restricted units are shown in Table II, of which 3,392 are scheduled to vest on February 28, 2015 and 3,392 are scheduled to vest on February 28, 2016. Restricted units are settled in shares of the Company's common stock upon vesting.

Remarks:

	/s/ Jeffrey S. McFall, Attorney-in-Fact for Audrey T. Andrews	03/04/2014
	** 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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