0001140361-16-049561.txt : 20160201 0001140361-16-049561.hdr.sgml : 20160201 20160201165106 ACCESSION NUMBER: 0001140361-16-049561 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160128 FILED AS OF DATE: 20160201 DATE AS OF CHANGE: 20160201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TENET HEALTHCARE CORP CENTRAL INDEX KEY: 0000070318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 952557091 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1445 ROSS AVENUE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 469-893-2200 MAIL ADDRESS: STREET 1: 1445 ROSS AVENUE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75202 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL MEDICAL ENTERPRISES INC /NV/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBBINS LAWRENCE M CENTRAL INDEX KEY: 0001228603 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07293 FILM NUMBER: 161377927 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GLENVIEW CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001138995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07293 FILM NUMBER: 161377928 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2128124700 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: GLENVIEW CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010420 4 1 doc1.xml FORM 4 X0306 4 2016-01-28 0 0000070318 TENET HEALTHCARE CORP THC 0001138995 GLENVIEW CAPITAL MANAGEMENT, LLC 767 FIFTH AVENUE 44TH FLOOR NEW YORK NY 10153 1 0 1 0 0001228603 ROBBINS LAWRENCE M 767 FIFTH AVENUE 44TH FLOOR NEW YORK NY 10153 0 0 1 0 Common Stock, $0.05 par value 2016-01-28 4 A 0 10698 0 A 10698 D Common Stock, $0.05 par value 17890230 I See footnotes 3 and 4 Represents restricted stock units ("RSUs") granted under the Issuer's Stock Incentive Plan to Mr. Ripperger and Mr. Simpson, two senior executives of Glenview Capital Management, LLC ("Glenview Capital Management"), in connection with their appointment to and service on the Issuer's Board of Directors (the "Board"). In accordance with the Director Compensation Policy of Glenview Capital Management, all income derived in connection with Mr. Ripperger's and Mr. Simpson's service as a director on the Company's Board belongs, in economic terms, to certain investment funds managed by Glenview Capital Management and neither Mr. Ripperger nor Mr. Simpson have any right to any compensation received in connection with their service on the Board. As such, neither Mr. Ripperger nor Mr. Simpson have any pecuniary interest in the RSUs reported herein. Each RSU is the economic equivalent of one share of the Issuer's Common Stock, $0.05 par value per share (the "Shares"). All of these RSUs vested immediately on the grant date and will be settled in Shares as follows: (A) 2,542 RSUs will be settled in Shares within 60 days of Mr. Ripperger's termination of service from the Board; (B) 2,807 RSUs will be settled in Shares on the third anniversary of the date of grant to Mr. Ripperger; (C) 2,542 RSUs will be settled in Shares within 60 days of Mr. Simpson's termination of service from the Board; and (D) 2,807 RSUs will be settled in Shares on the third anniversary of the date of grant to Mr. Simpson. These Shares are held for the accounts of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Glenview Capital Management serves as investment manager to each of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of Mr. Ripperger and Mr. Simpson serve on the Issuer's Board as a representative of Glenview Capital Management, LLC. By virtue of their representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors by deputization. Exhibit List: The Power of Attorney filed as Exhibit B to the Schedule 13D filed by the Reporting Persons on January 19, 2016 is incorporated herein by reference. /s/ Mark J. Horowitz, President of Glenview Capital Management, LLC and Attorney-in-fact for Lawrence M. Robbins 2016-02-01