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^*

STOCKTON KEVIN A

(Last)

(First)

(Middle)

4000 MERIDIAN BLVD

(Street)

FRANKLIIN

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

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	03/01/2023		M		15,000⁽¹⁾	A	$0.00	83,544	D
Common Stock	03/01/2023		A		25,000⁽²⁾	A	$0.00	108,544	D
Common Stock	03/01/2023		F		15,181	D	$6.15	93,363	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)
Performance Based Restricted	$0.00	03/01/2023		M			15,000	⁽¹⁾	⁽¹⁾	Common Stock	15,000	$0.00	0	D
Performance Based Restricted	$0.00	03/01/2023		A		50,000		⁽³⁾	⁽³⁾	Common Stock	50,000	$0.00	50,000	D
Stock Options (Right to Buy)	$6.15	03/01/2023		A		25,000		03/01/2024⁽⁴⁾	02/28/2033	Common Stock	25,000	$0.00	25,000	D
Performance Based Restricted	$0.00							⁽⁵⁾	⁽⁵⁾	Common Stock	15,000		15,000	D
Performance Based Restricted	$0.00							⁽⁶⁾	⁽⁶⁾	Common Stock	50,000		50,000	D
Stock Options (Right to Buy)	$4.99							03/01/2020	02/28/2029	Common Stock	8,000		8,000	D
Stock Options (Right to Buy)	$4.93							03/01/2021	02/28/2030	Common Stock	15,000		15,000	D
Stock Options (Right to Buy)	$8.81							03/01/2022⁽⁴⁾	02/28/2031	Common Stock	15,000		15,000	D
Stock Options (Right to Buy)	$10.18							03/01/2023⁽⁴⁾	02/29/2032	Common Stock	25,000		25,000	D

Explanation of Responses:

1. The vesting of these performance-based restricted shares was based on the attainment of certain performance objectives between 1/1/2020 and 12/31/2022 (the "2020-2022 Performance Period"). Based on the actual level of achievement of such performance objectives for the 2020-2022 Performance Period, the award vested on March 1, 2023 at 100% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2020.

2. The time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant.

3. The vesting of these performance-based restricted shares is allocated to the attainment of the following pre-determined performance objectives between 1/1/2023 and 12/31/2025 (the "2023-2025 Performance Period"), as follows: 50% to a Cumulative Consolidated Adjusted EBITDA Growth target; and 50% to a Cumulative Same-Store Net Revenue Growth target. 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 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 2023-2025 Performance Period.

4. Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.

5. The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2021 and 12/31/2023 (the "2021-2023 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 2021-2023 Performance Period.

6. 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.

Remarks:

	Christopher G. Cobb, Attorney in Fact for Kevin A. Stockton	03/02/2023
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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