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*
SMITH WAYNE T

(Last) (First) (Middle)
4000 MERIDIAN BOULEVARD

(Street)
FRANKLIN TN 37067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC [ CYH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2024 M 144,000(1) A $0 5,227,075 D
Common Stock 1,606,842 I by The Modified 2009 WTS Irrev Trust Dated 12/16/22
Common Stock 481,721 I WAC LLC
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based Restricted $0 03/01/2024 M 144,000 (1) (1) Common Stock 144,000 $0 36,000 D
Performance Based Restricted $0 03/01/2024 D 36,000 (1) (1) Common Stock 36,000 $0 0 D
Restricted Stock Units $0 03/01/2024 A 62,718 (2) (2) Common Stock 62,718 $2.87 62,718 D
Restricted Stock Units $0 03/01/2024 A 92,334 (3) (3) Common Stock 92,334 $2.87 92,334 D
Performance Based Restricted $0 (4) (4) Common Stock 180,000 180,000 D
Restricted Stock Units $0 (2) (2) Common Stock 29,268 29,268 D
Restricted Stock Units $0 (3) (3) Common Stock 43,089 43,089 D
Stock Options (Right to Buy) $4.99 03/01/2020 02/28/2029 Common Stock 78,750 78,750 D
Stock Options (Right to Buy) $4.93 03/01/2021 02/28/2030 Common Stock 112,500 112,500 D
Stock Options (Right to Buy) $8.81 03/01/2022 02/28/2031 Common Stock 90,000 90,000 D
Stock Options (Right to Buy) $10.18 03/01/2023(5) 02/29/2032 Common Stock 90,000 90,000 D
Stock Units (SU) $0 (6) (6) Common Stock 35,609.301 35,609.301 D
Explanation of Responses:
1. The vesting of these 180,000 performance-based restricted shares was based on the attainment of certain performance objectives between 1/1/2021 and 12/31/2023 (the "2021-2023 Performance Period"). Based on the actual level of achievement of such performance objectives for the 2021-2023 Performance Period, the award vested on March 1, 2024 at 80% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2021 (144,000), and the remaining 20% of the target number has been forfeited (36,000).
2. The restricted stock units vest in 1/3 increments on the first, second and third anniversary of the date of grant. Based on the Reporting Person's prior deferral election pursuant to the terms of the award agreement, the Reporting Person will be issued that number of shares of common stock of the Company upon the Reporting Person's cessation as a director or upon a date specified by the Reporting Person.
3. The restricted stock units, which were granted as payment of the Reporting Person's additional annual stipend for serving as the Chair of the Board, vest in 1/3 increments on the first, second and third anniversary of the date of grant. Based on the Reporting Person's prior deferral election pursuant to the terms of the award agreement, the Reporting Person will be issued that number of shares of common stock of the Company upon the Reporting Person's cessation as a director or upon a date specified by the Reporting Person.
4. The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2022 and 12/31/2024 (the "2022-2024 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2022-2024 Performance Period.
5. Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.
6. The Stock Units were accrued under the Company's Directors' Fees Deferral Plan in lieu of a portion of the Reporting Person's Director Fees and are settled 100% in the Company's common stock on the last business day of the calendar quarter following cessation as a director or upon a date specified by the Reporting Person.
Christopher G. Cobb, Attorney in Fact for Wayne T. Smith 03/01/2024
** Signature of Reporting Person Date
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