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^*

Bumpus John P

(Last)

(First)

(Middle)

330 SEVEN SPRINGS WAY

(Street)

BRENTWOOD

37027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIFEPOINT HEALTH, INC. [ LPNT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017

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	02/28/2017		M		10,080	A	$0.0000	114,724	D
Common	03/01/2017		F		4,228⁽¹⁾	D	$64.3	110,496	D
Common								851	I	By Retirement Plan
Common								1,455	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)
Non-Qualified Stock Options (Right to buy)	$64.5	02/28/2017		A		31,918		02/28/2018⁽²⁾	02/28/2027	Common	31,918	$0.0000	31,918	D
Restricted Stock Units	$0.0000	02/28/2017		M			10,080	⁽³⁾	⁽³⁾	Common	10,080	$0.0000	22,448	D
Restricted Stock Units	$0.0000	02/28/2017		A		8,618		12/31/2019⁽⁴⁾	12/31/2019⁽⁴⁾	Common	8,618	$0.0000	8,618	D

Explanation of Responses:

1. Pursuant to the terms of the Company's 2013 Long-Term Incentive Plan, these shares were automatically withheld for payment of the tax liability incident to the vesting of a restricted stock award.

2. The options vest in four equal annual installments beginning on the first anniversary of the date of grant.

3. Vesting of these Restricted Stock Units was conditioned upon the Issuer's three-year annualized total shareholder return as of December 31, 2016 relative to the S&P GICS Sub-industry: Health Care Facilities with over $500 million in revenues.

4. The Performance Period with respect to these restricted stock units (RSUs) is January 1, 2017 through December 31, 2019. Each RSU represents the right to receive, upon vesting, up to two shares of the Issuer's common stock. Vesting of these performance-based RSUs is contingent on criteria such as (i) the Issuer's cumulative EBITDA during the Performance Period; (ii) the Issuer's diluted earnings per share during the Performance Period; and (iii) the Issuer's three-year annualized total shareholder return as of December 31, 2019 relative to the S&P GICS Sub-Industry: Health Care Facilities with over $500 million in revenues, or its equivalent.

	/s/ Christy S. Green, Attorney-in-Fact	03/02/2017
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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