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