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*
Arnst Thomas W

(Last) (First) (Middle)
14201 DALLAS PARKWAY

(Street)
DALLAS TX 75254

(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)
EVP, Chief Admin. Officer & GC
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2023
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)
Code V Amount (A) or (D) Price
Common Stock(1) 03/06/2023 M 4,213 A (2) 4,213 D
Common Stock 03/06/2023 F 1,658(3) D $60.62(4) 2,555 D
Common Stock(5) 03/06/2023 M 3,869 A (2) 6,424 D
Common Stock 03/06/2023 F 1,523(3) D $59.29(4) 4,901 D
Common Stock(6) 03/06/2023 M 5,531 A (2) 10,432 D
Common Stock 03/06/2023 F 2,177(3) D $58.53(4) 8,255 D
Common Stock(7) 03/06/2023 M 21,125 A (2) 29,380 D
Common Stock 03/06/2023 F 5,777(3) D $58.53(4) 23,603 D
Common Stock 03/06/2023 S 825 D $61(8) 22,778 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2022 February Restricted Stock Units (1) 03/06/2023 M 4,213 (1) (1) Common Stock(9) 4,213 $0.00 8,427 D
2021 February Restricted Stock Units (5) 03/06/2023 M 3,869 (5) (5) Common Stock(9) 3,869 $0.00 4,156 D
2020 February Restricted Stock Units (6) 03/06/2023 M 5,531 (6) (6) Common Stock(9) 5,531 $0.00 0 D
2020 February Performance-Based Restricted Stock Units (7) 03/06/2023 M 21,125(10) (7) (7) Common Stock(9) 21,125 $0.00 0 D
Explanation of Responses:
1. The restricted stock units were granted pursuant to the 2019 Stock Incentive Plan on February 23, 2022, vest equally in 1/3 increments on the first, second and third anniversaries of the grant date, and the first 1/3 increment settled on March 6, 2023.
2. Restricted stock units convert into common stock on a one-for-one basis.
3. The transaction reported reflects the withholding of shares of common stock in satisfaction of the Reporting Person's tax liability in connection with the vesting and settlement of time-based restricted stock units and performance-based restricted stock units granted under the 2019 Stock Incentive Plan.
4. Represents the closing price of the common stock of the Issuer on the vesting date.
5. The restricted stock units were granted pursuant to the 2019 Stock Incentive Plan on February 24, 2021, vest equally in 1/3 increments on the first, second and third anniversaries of the grant date, and the second 1/3 increment settled on March 6, 2023.
6. The restricted stock units were granted pursuant to the 2019 Stock Incentive Plan on June 2, 2020, vest equally in one-third increments on February 28, 2021, February 28, 2022 and February 28, 2023, and the third and final 1/3 increment settled on March 6, 2023.
7. On June 2, 2020, the reporting person received a target grant of 16,594 performance-based restricted stock units, scheduled to vest on February 28, 2023, subject to the Company's attainment of specified performance goals and the level of achievement thereof. The performance goals were exceeded, and the award was certified at a payout of 21,125 units. The performance-based restricted stock units settled on March 6, 2023.
8. The price is the weighted average sales price of the aggregate number of shares that were sold by the reporting person. These shares were sold in multiple transactions at prices ranging from $61.00 to $61.01. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
9. Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock.
10. The amount of performance-based restricted stock units received reflects a prior transfer of performance-based restricted stock units to the former spouse of the Reporting Person in accordance with the terms of a divorce agreement.
Remarks:
Chad J. Wiener, as Attorney-in-Fact for Thomas W. Arnst 03/07/2023
** 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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