4//SEC Filing
SMITH WAYNE T 4
Accession 0000950170-24-024222
CIK 0001108109other
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 7:52 PM ET
Size
26.6 KB
Accession
0000950170-24-024222
Insider Transaction Report
Form 4
SMITH WAYNE T
DirectorChairman, President & CEO
Transactions
- Exercise/Conversion
Common Stock
2024-03-01+144,000→ 5,227,075 total - Exercise/Conversion
Performance Based Restricted
2024-03-01−144,000→ 36,000 totalExercise: $0.00→ Common Stock (144,000 underlying) - Award
Restricted Stock Units
2024-03-01$2.87/sh+92,334$264,999→ 92,334 totalExercise: $0.00→ Common Stock (92,334 underlying) - Disposition to Issuer
Performance Based Restricted
2024-03-01−36,000→ 0 totalExercise: $0.00→ Common Stock (36,000 underlying) - Award
Restricted Stock Units
2024-03-01$2.87/sh+62,718$180,001→ 62,718 totalExercise: $0.00→ Common Stock (62,718 underlying)
Holdings
- 29,268
Restricted Stock Units
Exercise: $0.00→ Common Stock (29,268 underlying) - 112,500
Stock Options (Right to Buy)
Exercise: $4.93From: 2021-03-01Exp: 2030-02-28→ Common Stock (112,500 underlying) - 90,000
Stock Options (Right to Buy)
Exercise: $8.81From: 2022-03-01Exp: 2031-02-28→ Common Stock (90,000 underlying) - 90,000
Stock Options (Right to Buy)
Exercise: $10.18From: 2023-03-01Exp: 2032-02-29→ Common Stock (90,000 underlying) - 35,609.301
Stock Units (SU)
Exercise: $0.00→ Common Stock (35,609.301 underlying) - 1,606,842(indirect: By Trust)
Common Stock
- 481,721(indirect: By LLC)
Common Stock
- 180,000
Performance Based Restricted
Exercise: $0.00→ Common Stock (180,000 underlying) - 43,089
Restricted Stock Units
Exercise: $0.00→ Common Stock (43,089 underlying) - 78,750
Stock Options (Right to Buy)
Exercise: $4.99From: 2020-03-01Exp: 2029-02-28→ Common Stock (78,750 underlying)
Footnotes (6)
- [F1]The vesting of these 180,000 performance-based restricted shares was based on the attainment of certain performance objectives between 1/1/2021 and 12/31/2023 (the "2021-2023 Performance Period"). Based on the actual level of achievement of such performance objectives for the 2021-2023 Performance Period, the award vested on March 1, 2024 at 80% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2021 (144,000), and the remaining 20% of the target number has been forfeited (36,000).
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.
- [F6]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.
Documents
Issuer
COMMUNITY HEALTH SYSTEMS INC
CIK 0001108109
Entity typeother
Related Parties
1- filerCIK 0001018660
Filing Metadata
- Form type
- 4
- Filed
- Feb 29, 7:00 PM ET
- Accepted
- Mar 1, 7:52 PM ET
- Size
- 26.6 KB