Smith Wayne T bought $2,110,000 worth of shares (1,000,000 units at $2.11), increasing direct ownership by 24% to 5,107,901 units (SEC Form 4)
$CYH
Hospital/Nursing Management
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC [ CYH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/31/2023 | P | 1,000,000 | A | $2.11(1) | 5,107,901 | D | |||
| Common Stock | 1,606,842 | I | by The Modified 2009 WTS Irrev Trust Dated 12/16/22 | |||||||
| Common Stock | 481,721 | I | WAC LLC | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Units (SU) | $0.00 | (2) | (2) | Common Stock | 25,225.914 | 25,225.914 | D | ||||||||
| Performance Based Restricted | $0.00 | (3) | (3) | Common Stock | 180,000 | 180,000 | D | ||||||||
| Performance Based Restricted | $0.00 | (4) | (4) | Common Stock | 180,000 | 180,000 | D | ||||||||
| Restricted Stock Units | $0.00 | (5) | (5) | Common Stock | 29,268 | 29,268 | D | ||||||||
| Restricted Stock Units | $0.00 | (6) | (6) | Common Stock | 43,089 | 43,089 | D | ||||||||
| Stock Options (Right to Buy) | $4.99 | 03/01/2020 | 02/28/2029 | Common Stock | 78,750 | 78,750 | D | ||||||||
| Stock Options (Right to Buy) | $4.93 | 03/01/2021 | 02/28/2030 | Common Stock | 112,500 | 112,500 | D | ||||||||
| Stock Options (Right to Buy) | $8.81 | 03/01/2022(7) | 02/28/2031 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Stock Options (Right to Buy) | $10.18 | 03/01/2023(7) | 02/29/2032 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price of $2.11 per share. These shares were purchased in multiple transactions on 10/31/2023 at prices ranging from $2.03 to $2.14, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant. |
| Remarks: |
| Christopher G. Cobb, Attorney in Fact for Wayne T. Smith | 11/01/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||