Home/Filings/4/0001209191-23-014666
4//SEC Filing

SMITH WAYNE T 4

Accession 0001209191-23-014666

CIK 0001108109other

Filed

Mar 1, 7:00 PM ET

Accepted

Mar 2, 4:24 PM ET

Size

26.4 KB

Accession

0001209191-23-014666

Insider Transaction Report

Form 4
Period: 2023-03-01
SMITH WAYNE T
DirectorChairman, President & CEO
Transactions
  • Exercise/Conversion

    Common Stock

    2023-03-01+225,0004,264,856 total
  • Tax Payment

    Common Stock

    2023-03-01$6.15/sh126,905$780,4664,137,951 total
  • Gift

    Common Stock

    2023-03-0130,0504,107,901 total
  • Exercise/Conversion

    Performance Based Restricted

    2023-03-01225,0000 total
    Exercise: $0.00Common Stock (225,000 underlying)
  • Award

    Restricted Stock Units

    2023-03-01$6.15/sh+29,268$179,99829,268 total
    Exercise: $0.00Common Stock (29,268 underlying)
  • Award

    Restricted Stock Units

    2023-03-01$6.15/sh+43,089$264,99772,357 total
    Exercise: $0.00Common Stock (43,089 underlying)
Holdings
  • Common Stock

    (indirect: By LLC)
    481,721
  • Performance Based Restricted

    Exercise: $0.00Common Stock (180,000 underlying)
    180,000
  • Stock Options (Right to Buy)

    Exercise: $4.93From: 2021-03-01Exp: 2030-02-28Common Stock (112,500 underlying)
    112,500
  • Common Stock

    (indirect: By Trust)
    1,606,842
  • Stock Options (Right to Buy)

    Exercise: $4.99From: 2020-03-01Exp: 2029-02-28Common Stock (78,750 underlying)
    78,750
  • Performance Based Restricted

    Exercise: $0.00Common Stock (180,000 underlying)
    180,000
  • Stock Options (Right to Buy)

    Exercise: $8.81From: 2022-03-01Exp: 2031-02-28Common Stock (90,000 underlying)
    90,000
  • Stock Options (Right to Buy)

    Exercise: $10.18From: 2023-03-01Exp: 2032-02-29Common Stock (90,000 underlying)
    90,000
Footnotes (7)
  • [F1]The vesting of these performance-based restricted shares was based on the attainment of certain performance objectives between 1/1/2020 and 12/31/2022 (the "2020-2022 Performance Period"). Based on the actual level of achievement of such performance objectives for the 2020-2022 Performance Period, the award vested on March 1, 2023 at 100% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2020.
  • [F2]These shares were gifted to individuals who do not share the Reporting Person's household.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.

Issuer

COMMUNITY HEALTH SYSTEMS INC

CIK 0001108109

Entity typeother

Related Parties

1
  • filerCIK 0001018660

Filing Metadata

Form type
4
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 4:24 PM ET
Size
26.4 KB