0001209191-13-012414.txt : 20130228 0001209191-13-012414.hdr.sgml : 20130228 20130228163636 ACCESSION NUMBER: 0001209191-13-012414 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130226 FILED AS OF DATE: 20130228 DATE AS OF CHANGE: 20130228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH WAYNE T CENTRAL INDEX KEY: 0001018660 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15925 FILM NUMBER: 13652689 MAIL ADDRESS: STREET 1: 500 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0001108109 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 133893191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4000 MERIDIAN BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-465-7000 MAIL ADDRESS: STREET 1: 4000 MERIDIAN BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY HEALTH SYSTEMS INC/ DATE OF NAME CHANGE: 20000229 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-02-26 0 0001108109 COMMUNITY HEALTH SYSTEMS INC CYH 0001018660 SMITH WAYNE T 4000 MERIDIAN BOULEVARD FRANKLIN TN 37067 1 1 0 0 Chairman, President & CEO Common Stock 2013-02-26 4 M 0 100000 32.37 A 666247 D Common Stock 2013-02-26 4 S 0 100000 39.9779 D 566247 D Common Stock 2013-02-27 4 M 0 100835 0.00 A 667082 D Common Stock 2013-02-27 4 F 0 14100 41.71 D 652982 D Common Stock 191115 I 2011 GRAT No. 2 Common Stock 116268 I 2012 GRAT Common Stock 51059 I by 2009 WTS Irrevocable Trust Dated 2/27/09 Common Stock 481721 I WAC LLC Performance Based Restricted 0.00 2013-02-27 4 M 0 100835 0.00 D 2013-02-16 2022-02-15 Common Stock 100835 0 D Performance Based Restricted 0.00 2013-02-27 4 A 0 125000 0.00 A 2014-02-27 2023-02-26 Common Stock 125000 125000 D Stock Options (Right to Buy) 32.37 2013-02-26 4 M 0 100000 0.00 D 2006-02-28 2013-02-27 Common Stock 100000 0 D Stock Options (Right to Buy) 38.30 2007-03-01 2016-02-29 Common Stock 100000 100000 D Stock Options (Right to Buy) 37.21 2008-02-28 2017-02-27 Common Stock 100000 100000 D Stock Options (Right to Buy) 40.41 2008-07-25 2017-07-24 Common Stock 500000 500000 D Stock Options (Right to Buy) 32.28 2009-02-27 2018-02-26 Common Stock 200000 200000 D Stock Options (Right to Buy) 18.18 2010-02-25 2019-02-24 Common Stock 50000 50000 D Stock Options (Right to Buy) 33.90 2011-02-24 2020-02-23 Common Stock 50000 50000 D Stock Options (Right to Buy) 37.96 2012-02-23 2021-02-22 Common Stock 50000 50000 D Stock Options (Right to Buy) 21.07 2013-02-16 2022-02-15 Common Stock 40000 40000 D 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. Christopher G. Cobb, Attorney in Fact for Wayne T. Smith 2013-02-28