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^*

Ramsey R. Scott

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2017

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 Stock⁽¹⁾	02/24/2017		M		917	A	⁽²⁾	2,952	D
Common Stock	02/24/2017		F		300⁽³⁾	D	$21.99	2,652	D
Common Stock⁽⁴⁾	02/24/2017		M		750	A	⁽²⁾	3,402	D
Common Stock	02/24/2017		F		245⁽³⁾	D	$21.99	3,157	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)
2015 February Restricted Stock Units	⁽¹⁾	02/24/2017		M			917	⁽¹⁾	⁽¹⁾	Common Stock⁽⁵⁾	917	$0.00	917	D
2014 February Restricted Stock Units	⁽⁴⁾	02/24/2017		M			750	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁵⁾	750	$0.00	0	D

Explanation of Responses:

1. As previously reported, on February 25, 2015, the reporting person received a grant of 2,750 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 25, 2016, resulting in the vesting and settlement of 916 shares of common stock. The second vesting date occurred on February 24, 2017 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 917 shares of common stock, as shown in Table I. The remaining 917 restricted stock units are shown in Table II, which are scheduled to vest on February 25, 2018.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Shares withheld for payment of taxes upon vesting of restricted stock units in accordance with Rule 16b-3.

4. As previously reported, on February 26, 2014, the reporting person received a grant of 2,250 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 26, 2015, resulting in the vesting and settlement of 750 shares of common stock. The second anniversary occurred on February 26, 2016, resulting in the vesting and settlement of 750 shares of common stock. The third vesting date occurred on February 24, 2017 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 750 shares of common stock, as shown in Table I.

5. Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock upon vesting.

Remarks:

	Anthony L. Shoemaker, as Attorney-in-Fact for R. Scott Ramsey	02/28/2017
	** 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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