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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIFEPOINT HEALTH, INC. [ LPNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/27/2018 | M | 9,200 | A | $0.0000 | 119,696 | D | |||
Common | 02/28/2018 | F | 3,610(1) | D | $46.1 | 116,086 | 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) | |||||||||||||||
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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 | ||||||||
Non-Qualified Stock Options (Right to buy) | $44.85 | 02/27/2018 | A | 47,706 | (2) | 02/27/2028 | Common | 47,706 | $0.0000 | 47,706 | D | ||||
Restricted Stock Units | $0.0000 | 02/27/2018 | A | 15,743 | (3) | (3) | Common | 15,743 | $0.0000 | 36,671 | D | ||||
Restricted Stock Units | $0.0000 | 02/27/2018 | M | 9,200 | (4) | (4) | Common | 9,200 | $0.0000 | 27,471 | 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 installments beginning on the first anniversary of the date of grant. |
3. The Performance Period with respect to these restricted stock units ("RSUs") is January 1, 2018 through December 31, 2020. 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 upon the achievement of annually established performance targets for diluted earnings per share for each of the three fiscal years of the Performance Period, with the final number of shares of common stock issued under the RSUs subject to modification based on the Issuer's three-year annualized total shareholder return as of December 31, 2020 relative to the S&P GICS Sub-Industry Health Care Facilities with over $500 million in revenues, or its equivalent. Any RSUs earned during the Performance Period will be paid out 75% in 2020 and 25% in 2021, contingent upon continued employment with the Issuer. |
4. Vesting of these performance-based RSUs was contingent upon the Issuer's three-year annualized total shareholder return or TSR as of December 31, 2017 relative to the S&P GICS Sub-industry: Health Care Facilities with over $500 million in revenues, or its equivalent. |
/s/ Kathy Teague, Attorney-in-Fact | 03/01/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |