0001209191-23-051072.txt : 20231002 0001209191-23-051072.hdr.sgml : 20231002 20231002162306 ACCESSION NUMBER: 0001209191-23-051072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230930 FILED AS OF DATE: 20231002 DATE AS OF CHANGE: 20231002 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: 231299986 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 X0508 4 2023-09-30 0 0001108109 COMMUNITY HEALTH SYSTEMS INC CYH 0001018660 SMITH WAYNE T 4000 MERIDIAN BOULEVARD FRANKLIN TN 37067 1 0 0 0 0 Common Stock 4107901 D Common Stock 1606842 I by The Modified 2009 WTS Irrev Trust Dated 12/16/22 Common Stock 481721 I WAC LLC Stock Units (SU) 0.00 2023-09-30 4 A 0 11206.897 2.90 A Common Stock 11206.897 25225.914 D Performance Based Restricted 0.00 Common Stock 180000 180000 D Performance Based Restricted 0.00 Common Stock 180000 180000 D Restricted Stock Units 0.00 Common Stock 29268 29268 D Restricted Stock Units 0.00 Common Stock 43089 43089 D Stock Options (Right to Buy) 4.99 2020-03-01 2029-02-28 Common Stock 78750 78750 D Stock Options (Right to Buy) 4.93 2021-03-01 2030-02-28 Common Stock 112500 112500 D Stock Options (Right to Buy) 8.81 2022-03-01 2031-02-28 Common Stock 90000 90000 D Stock Options (Right to Buy) 10.18 2023-03-01 2032-02-29 Common Stock 90000 90000 D The Stock Units were accrued under the Company's Directors' Fees Deferral Plan in lieu of a portion of the Reporting Person's Director Fees and are settled 100% in the Company's common stock on the last business day of the calendar quarter following cessation as a director or upon a date specified by the Reporting Person. The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2021 and 12/31/2023 (the "2021-2023 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2021-2023 Performance Period. The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2022 and 12/31/2024 (the "2022-2024 Performance Period"). The target number (100%) of the total performance-based restricted shares is reported in the table set forth above. Between 0% and 200% of the portion of the target number of performance-based restricted shares allocated to each applicable performance objective will ultimately vest on the third anniversary of the date of grant, subject to the attainment of the applicable performance objective, with the vesting percentage to be determined based upon the level of achievement with respect to the applicable performance objective during the 2022-2024 Performance Period. The restricted stock units vest in 1/3 increments on the first, second and third anniversary of the date of grant. Based on the Reporting Person's prior deferral election pursuant to the terms of the award agreement, the Reporting Person will be issued that number of shares of common stock of the Company upon the Reporting Person's cessation as a director or upon a date specified by the Reporting Person. The restricted stock units, which were granted as payment of the Reporting Person's additional annual stipend for serving as the Chair of the Board, vest in 1/3 increments on the first, second and third anniversary of the date of grant. Based on the Reporting Person's prior deferral election pursuant to the terms of the award agreement, the Reporting Person will be issued that number of shares of common stock of the Company upon the Reporting Person's cessation as a director or upon a date specified by the Reporting Person. Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant. Christopher G. Cobb, Attorney in Fact for Wayne T. Smith 2023-10-02 EX-24 2 attachment1.htm EX-24 DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned
officer and/or director (herein, the Filer) of
COMMUNITY HEALTH SYSTEMS, INC., (the Company)
hereby constitutes and appoints each of
JUSTIN D. PITT, KEVIN J. HAMMONS, CHRISTOPHER
G. COBB and CAROL R. CLIFTON, signing singly,
the Filer's true and lawful attorney-in-fact to:
1. execute for and on behalf of the Filer, a
FORM ID (or any such form as may be adopted)
for the purpose of obtaining on behalf of
Filer, a CIK, CCC and other filing codes and
related items from the Securities and Exchange
Commission (the SEC) as necessary to permit
each such Filer to make filings on the SECs
Electronic Data Gathering, Analysis and
Retrieval system, and to perform all acts
necessary in order to obtain such codes and
related items as he or she shall deem
appropriate; 2. execute for and on behalf
of the Filer, in the Filers capacity as an
officer and/or director of the Company, Forms
3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the
rules thereunder; 3. execute for and on behalf
of the Filer, in the Filer's capacity as an
officer and/or director of the Company one or
more notices on Form 144 relating to any orders
or instructions to sell securities of the Company
in accordance with Rule 144 under the Securities
Act of 1933 and the rules thereunder; 4. do and
perform any and all acts for and on behalf of
the Filer which may be necessary or desirable
to complete and execute any such Form 3, 4, 5,
or 144 complete and execute any amendment or
amendments thereto, and timely file such form
with the United States Securities and Exchange
Commission and any stock exchange or similar
authority; and 5. take any other action of any
type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of,
or legally required by the Filer in his or her
capacity as an officer and/or director of the
Company, it being understood that the documents
executed by such attorney-in-fact on behalf of
the Filer pursuant to this Power of Attorney
shall be in such form and shall contain such
terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's
discretion. The Filer hereby grants to each such
attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as
the undersigned might or could do if personally
present, with full power of substitution or
revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers
herein granted. The Filer acknowledges that the
foregoing attorneys-in-fact, in serving in such
capacity at the request of the Filer, are not
assuming, nor is the Company assuming, any of the
Filers responsibilities to comply with Section 16
of the Securities Exchange Act of 1934 or Rule 144
of the Securities Act of 1933. This Power of Attorney
shall remain in full force and effect until the
Filer is no longer required to file Forms
3, 4, 5, or 144 with respect to the Filer's holdings
of and transactions in securities issued by the
Company, unless earlier revoked by the Filer in
a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the Filer has caused this Power
of Attorney to be executed as of this 13th day of
September, 2023.
/s/ Wayne T. Smith
Wayne T. Smith