0001209191-13-000215.txt : 20130102
0001209191-13-000215.hdr.sgml : 20130101
20130102162934
ACCESSION NUMBER: 0001209191-13-000215
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121228
FILED AS OF DATE: 20130102
DATE AS OF CHANGE: 20130102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SMITH WAYNE T
CENTRAL INDEX KEY: 0001018660
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15925
FILM NUMBER: 13502336
MAIL ADDRESS:
STREET 1: 500 WEST MAIN STREET
CITY: LOUISVILLE
STATE: KY
ZIP: 40202
ISSUER:
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
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2012-12-28
0
0001108109
COMMUNITY HEALTH SYSTEMS INC
CYH
0001018660
SMITH WAYNE T
4000 MERIDIAN BOULEVARD
FRANKLIN
TN
37067
1
1
0
0
Chairman, President & CEO
Common Stock
2012-12-28
4
A
0
1670
A
622649
D
Common Stock
2012-12-28
4
J
0
116268
0.00
D
191115
I
by 2011 GRAT No. 2
Common Stock
2012-12-28
4
J
0
116268
0.00
A
738917
D
Common Stock
2012-12-31
4
J
0
116268
0.00
D
622649
D
Common Stock
2012-12-31
4
J
0
116268
0.00
A
116268
I
by 2012 GRAT
Common Stock
51059
I
by 2009 WTS Irrevocable Trust Dated 2/27/09
Common Stock
481721
I
WAC LLC
Performance Based Restricted
0.00
2012-12-28
4
A
0
835
A
2013-02-16
2022-02-15
Common Stock
835
100835
D
Stock Options (Right to Buy)
32.37
2006-02-28
2013-02-28
Common Stock
100000
100000
D
Stock Options (Right to Buy)
38.30
2007-03-01
2014-03-01
Common Stock
100000
100000
D
Stock Options (Right to Buy)
37.21
2008-02-28
2015-02-28
Common Stock
100000
100000
D
Stock Options (Right to Buy)
40.41
2008-07-25
2017-07-24
Common Stock
500000
500000
D
Stock Options (Right to Buy)
32.28
2009-02-27
2018-02-26
Common Stock
200000
200000
D
Stock Options (Right to Buy)
18.18
2010-02-25
2019-02-24
Common Stock
50000
50000
D
Stock Options (Right to Buy)
33.90
2011-02-24
2020-02-23
Common Stock
50000
50000
D
Stock Options (Right to Buy)
37.96
2012-02-23
2021-02-22
Common Stock
50000
50000
D
Stock Options (Right to Buy)
21.07
2013-02-16
2022-02-15
Common Stock
40000
40000
D
The reporting person received these shares of additional Restricted Stock as a payment-in-kind dividend on shares of Restricted Stock owned on the dividend record date in accordance with the terms of the Restricted Stock Award Agreement (the "Agreement") resulting from the payment on December 28, 2012 of a cash dividend of $0.25 per share of common stock based on the closing price of the issuer's common stock on such dividend payment date, which was $29.94. Such additional Restricted Stock issued on account of the dividend will vest in installments identical to the vesting of the underlying Restricted Stock owned by the reporting person to which the dividend was paid subject to the Agreement.
These shares were previously owned by the 2011 GRAT No. 2.
These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust (the "2012 GRAT") on December 31, 2012.
The reporting person received these shares of additional Performance Based Restricted Stock as a payment-in-kind dividend on shares of Performance Based Restricted Stock owned on the dividend record date in accordance with the terms of the Performance Based Restricted Stock Award Agreement (the "PB Agreement") resulting from the payment on December 28, 2012 of a cash dividend of $0.25 per share of common stock based on the closing price of the issuer's common stock on such dividend payment date, which was $29.94. Such additional Performance Based Restricted Stock issued on account of the dividend will vest, if at all, in installments identical to the vesting of the underlying Performance Based Restricted Stock owned by the reporting person to which the dividend was paid subject to the PB Agreement, as further described in Footnote 5.
Each performance based restricted share represents a contingent right to receive one share of CYH common stock. There are two elements to the lapsing of the restriction; first, the Company must achieve specified targeted amount of earnings per share from continuing operations, or net revenue from continuing operations, and if the performance objective is met, the vesting restrictions will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. If the objectives are not met, the shares will be forfeited.
Christopher G. Cobb, Attorney in Fact for Wayne T. Smith
2013-01-02