0000947871-18-000023.txt : 20180111 0000947871-18-000023.hdr.sgml : 20180111 20180111072551 ACCESSION NUMBER: 0000947871-18-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20180111 DATE AS OF CHANGE: 20180111 GROUP MEMBERS: SHANDA ASSET MANAGEMENT HOLDINGS LTD GROUP MEMBERS: SHANDA INVESTMENT GROUP LTD GROUP MEMBERS: SHANDA TECHNOLOGY OVERSEAS CAPITAL CO LTD GROUP MEMBERS: TIANQIAO CHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0001108109 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 133893191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60181 FILM NUMBER: 18522691 BUSINESS ADDRESS: STREET 1: 4000 MERIDIAN BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-465-7000 MAIL ADDRESS: STREET 1: 4000 MERIDIAN BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY HEALTH SYSTEMS INC/ DATE OF NAME CHANGE: 20000229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shanda Media LTD CENTRAL INDEX KEY: 0001318400 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NO. 1 OFFICE BUILDING, NO. 690 STREET 2: PUDONG, NEW AREA CITY: SHANGHAI STATE: F4 ZIP: 201203 BUSINESS PHONE: 8621-5050-4740 MAIL ADDRESS: STREET 1: NO. 1 OFFICE BUILDING, NO. 690 STREET 2: PUDONG, NEW AREA CITY: SHANGHAI STATE: F4 ZIP: 201203 SC 13D/A 1 ss75020_sc13da.htm AMENDMENT NO. 3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)

(Amendment No. 3)*

COMMUNITY HEALTH SYSTEMS, INC.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

203668108
(CUSIP Number)

Li Han, Esq.
Shanda Asset Management Holdings Limited
8 Stevens Road
Singapore 257819
(+65) 6361 0971

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 9, 2018
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 203668108

13D


1	NAME OF REPORTING PERSONS Tianqiao Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION The People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 27,484,473
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 27,484,473
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,484,473
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% ⁽¹⁾
14	TYPE OF REPORTING PERSON IN

(1)	Calculated based on 114,727,001 shares of Common Stock outstanding as of October 26, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2017.

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CUSIP No. 203668108

13D


1	NAME OF REPORTING PERSONS Shanda Media Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 27,484,473
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 27,484,473
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,484,473
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 24.0% ⁽¹⁾
14	TYPE OF REPORTING PERSON CO, HC

(1)	Calculated based on 114,727,001 shares of Common Stock outstanding as of October 26, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2017.

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CUSIP No. 203668108

13D


1	NAME OF REPORTING PERSONS Shanda Investment Group Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 27,484,473
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 27,484,473
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,484,473
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 24.0% ⁽¹⁾
14	TYPE OF REPORTING PERSON CO, HC

(1)	Calculated based on 114,727,001 shares of Common Stock outstanding as of October 26, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2017.

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CUSIP No. 203668108

13D


1	NAME OF REPORTING PERSONS Shanda Technology Overseas Capital Company Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 27,484,473
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 27,484,473
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,484,473
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 24.0% ⁽¹⁾
14	TYPE OF REPORTING PERSON CO, HC

(1)	Calculated based on 114,727,001 shares of Common Stock outstanding as of October 26, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2017.

-5-

CUSIP No. 203668108

13D


1	NAME OF REPORTING PERSONS Shanda Asset Management Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 27,484,473
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 27,484,473
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,484,473
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 24.0% ⁽¹⁾
14	TYPE OF REPORTING PERSON CO, HC

(1)	Calculated based on 114,727,001 shares of Common Stock outstanding as of October 26, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2017.

-6-

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the Reporting Persons on March 13, 2017 (the “Original Schedule 13D”), as amended by that Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons on August 15, 2017 (“Amendment No. 1”) and that Amendment No. 2 filed by the Reporting Persons on October 4, 2017 (“Amendment No. 2” and, collectively with Amendment No. 1, Amendment No. 3 and the Original Schedule 13D, the “Schedule 13D”).

Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Terms used therein and not defined herein have the meaning ascribed thereto in the Original Schedule 13D.

Item 1.

Security and Issuer

Item 1 is hereby amended and restated as follows:

This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Community Health Systems, Inc., a Delaware corporation (the “Issuer”). The principle executive offices of the Issuer are located at 4000 Meridian Boulevard, Franklin, Tennessee 37067.

The Reporting Persons beneficially own 27,484,473 shares of Common Stock (the “Subject Shares”).

The Subject Shares represent approximately 24.0% of the outstanding shares of Common Stock based on 114,727,001 shares of Common Stock outstanding as of October 26, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2017 for the fiscal quarter ended September 30, 2017.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

The business address of Tianqiao Chen has been relocated to 2735 Sand Hill Road, #140, Menlo Park, CA 94025.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The aggregate purchase price for the Subject Shares beneficially owned by the Reporting Persons was approximately $265,065,740, inclusive of (i) commissions paid and (ii) with respect to Subject Shares beneficially owned through options that have been exercised, the exercise price of such options, plus the premiums paid for call options (to the extent such options were call options) less the premiums received for put options (to the extent such options were put options). Such purchase price was funded through internally generated funds of the Shanda Group.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 11, 2018, the Reporting Persons intend to issue a joint press release with the Issuer. A copy of the release is filed herewith as Exhibit 99.2 and is incorporated into this Item 4 by reference.

-7-

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a), (b)

Shanda Asset Management holds 27,484,473 shares of Common Stock, representing approximately 24.0% of the outstanding shares of Common Stock. The foregoing percentage is calculated based on 114,727,001 shares of Common Stock outstanding as of October 26, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2017.

Mr. Chen, through his ownership of Shanda Media, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Shanda Media. Shanda Media, through its ownership of Shanda Investment, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Shanda Investment. Shanda Investment, through its ownership of Shanda Technology, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Shanda Technology. Shanda Technology, through its ownership of Shanda Asset Management, may be deemed to share voting and dispositive power over the Common Stock directly held by Shanda Asset Management.

(c) Schedule B sets forth information with respect to each purchase and sale of securities effectuated by Shanda Asset Management during the past sixty days, inclusive of any transactions effected through 4:00 p.m., New York City time, on January 10, 2018. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. Other than as set forth on Schedule B, there were no other transactions by the Reporting Persons during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.2

Press Release dated January 11, 2018.

-8-

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

January 11, 2018

TIANQIAO CHEN


By:	/s/ Tianqiao Chen


SHANDA MEDIA LIMITED


By:	/s/ Tianqiao Chen
	Name:	Tianqiao Chen
	Title:	Director


SHANDA INVESTMENT GROUP LIMITED


By:	/s/ Tianqiao Chen
	Name:	Tianqiao Chen
	Title:	Director


SHANDA TECHNOLOGY OVERSEAS CAPITAL COMPANY LIMITED


By:	/s/ Tianqiao Chen
	Name:	Tianqiao Chen
	Title:	Director


SHANDA ASSET MANAGEMENT INVESTMENT LIMITED


By:	/s/ Tianqiao Chen
	Name:	Tianqiao Chen
	Title:	Director

SCHEDULE B

Transactions in the Securities of the Issuer During the Past 60 Days

Nature of Transaction	Amount of Securities Purchased	Price Per Share($)	Date of Purchase
SHANDA ASSET MANAGEMENT HOLDINGS LIMITED
Purchase of Common Stock	82,264	3.9603¹	12/06/17
Purchase of Common Stock	17,900	3.9708²	12/07/17
Purchase of Common Stock	131,491	3.996³	12/20/17
Purchase of Common Stock	274,578	3.9994⁴	12/21/17
Purchase of Common Stock	96,307	3.99⁵	12/22/17
Purchase of Common Stock	478,700	3.9807⁶	01/08/18
Purchase of Common Stock	800,000	3.9672⁷	01/09/18
Purchase of Common Stock	195,551	3.9801⁸	01/10/18

¹ This transaction was executed in multiple trades at prices ranging from $3.93 to $3.99. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

² This transaction was executed in multiple trades at prices ranging from $3.95 to $3.99. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

³ This transaction was executed in multiple trades at prices ranging from $3.98 to $4. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

⁴ This transaction was executed in multiple trades at prices ranging from $3.98 to $4. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

⁵ This transaction was executed in multiple trades at prices ranging from $3.93 to $4. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

⁶ This transaction was executed in multiple trades at prices ranging from $3.95 to $4. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

⁷ This transaction was executed in multiple trades at prices ranging from $3.9 to $4. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

⁸ This transaction was executed in multiple trades at prices ranging from $3.94 to $4. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

EX-99.2 2 ss75020_ex9902.htm PRESS RELEASE

	Exhibit 99.2

SHANDA GROUP INCREASES INVESTMENT IN COMMUNITY HEALTH SYSTEMS

AND EXPRESSES SUPPORT FOR COMPANY

FRANKLIN, Tenn. and MENLO PARK, Calif. (January 11, 2018) – On January 11, 2018, members of Shanda Group filed an amendment to Shanda’s Schedule 13D with the Securities and Exchange Commission to disclose an increase in its investment in Community Health Systems (NYSE: CYH). Shanda, together with its affiliates, is CYH’s largest shareholder and holds approximately 24.0% of the Company’s outstanding common stock.

Robert Chiu, group president of Shanda Group, stated, “We have consistently maintained a good relationship with CYH and are supportive of the Company and its management team as they continue to execute on the Company’s strategic objectives.”

Wayne T. Smith, chairman and chief executive officer of the Company, stated, “We are pleased with Shanda’s continued support and welcome and value the input of Shanda and all of our stockholders.”

About Community Health Systems, Inc.

Community Health Systems, Inc. is one of the largest publicly traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 127 affiliated hospitals in 20 states with an aggregate of approximately 21,000 licensed beds. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.

About Shanda Group

Shanda Group is a private investment firm involved in public market, private equity and real estate investments around the world. Shanda Group was founded in 1999 and was one of the earliest and leading Internet conglomerates in China. Its parent company, Shanda Interactive Entertainment Limited, completed its IPO in 2004 and was the first Chinese online game company successfully listed on NASDAQ. Committed to bringing positive changes to the world, Shanda Group actively supports philanthropic efforts with a particular focus on fundamental research for brain science.

For more information on Shanda’s Schedule 13D/A filing, please visit www.sec.gov.

Forward-Looking Statements

Statements contained in this news release regarding potential transactions, operating results, and other events are forward-looking statements that involve risk and uncertainties. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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Contacts

Community Health Systems, Inc.
Investor Contact:
Thomas J. Aaron, 615-465-7000
Executive Vice President and Chief Financial Officer

Ross W. Comeaux, 615-465-7012

Vice President – Investor Relations

Media Contact:
Tomi Galin, 615-628-6607
Senior Vice President, Corporate Communications, Marketing and Public Affairs

Shanda Group
Jason Reindorp, (650) 656-9574
Head of Global PR & Communications

-END-

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