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^*

KERREY J ROBERT

(Last)

(First)

(Middle)

13737 NOEL ROAD

(Street)

DALLAS

75240

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2009

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	01/05/2009		M		10,317	A	⁽¹⁾	13,435	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)
Stock Units⁽²⁾	⁽¹⁾	01/05/2009		M			10,317	⁽³⁾	⁽³⁾	Common Stock	10,317	⁽¹⁾	21,230	D
2002 B Director Option (Right to Buy)	$28.75							10/31/2002	10/31/2012	Common Stock	18,000		18,000	D
2003 D Director Option (Right to Buy)	$13.78							10/30/2003	10/30/2013	Common Stock	18,867		18,867	D
2004 October Director Stock Units⁽⁴⁾	$0.00⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	12,195		12,195	D
2005 May Director Stock Units⁽⁴⁾	$0.00⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	10,833		10,833	D
2006 May Director Stock Units⁽⁴⁾	$0.00⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	17,264		17,264	D
2007 May Director Stock Units⁽⁴⁾	$0.00⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	18,651		18,651	D
2008 May Director Stock Units⁽⁴⁾	$0.00⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	22,807		22,807	D

Explanation of Responses:

1. The conversion rate is one share of common stock for each Stock Unit.

2. These Stock Units were accrued under the Company's Deferred Compensation Plans.

3. These Stock Units are settled in shares of the Company's common stock in accordance with the Company's Deferred Compensation Plans. Pursuant to applicable transition rules under Section 409A of the Internal Revenue Code, the reporting person elected, on or before December 12, 2008, to receive, on January 5, 2009, all of his Stock Units under the Company's 2006 Deferred Compensation Plan in the form of common stock.

4. These Stock Units were awarded under the Company's Stock Incentive Plan.

5. These Stock Units vest ratably on each of the first, second and third anniversaries of the date of grant or become fully vested upon termination of service, whichever occurs first, and are settled in shares of the Company's common stock only upon termination of service.

6. These Stock Units vest ratably on each of the first, second and third anniversaries of the date of grant or become fully vested upon termination of service, whichever occurs first, and are settled in shares of the Company's common stock on the date they become fully vested, unless settlement has been deferred in accordance with the Company's Stock Incentive Plan.

Remarks:

	By: Kristina A. Mack, Attorney-in-fact for	01/07/2009
	** 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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