Sec Form 4 Filing - SMITH WAYNE T @ COMMUNITY HEALTH SYSTEMS INC - 2019-05-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SMITH WAYNE T
2. Issuer Name and Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC [ CYH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
4000 MERIDIAN BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2019
(Street)
FRANKLIN, TN37067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/08/2019 P 6,551 A $ 3.468 ( 1 ) 2,636,482 D
Common Stock 206,842 I by 2009 WTS Irrevocable Trust Dated 2/27/09
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Options (Right to Buy) $ 30.32 02/24/2011 02/23/2020 Common Stock 50,000 50,000 D
Stock Options (Right to Buy) $ 34.38 02/23/2012 02/22/2021 Common Stock 50,000 50,000 D
Stock Options (Right to Buy) $ 17.49 02/16/2013 02/15/2022 Common Stock 40,000 40,000 D
Stock Options (Right to Buy) $ 4.99 03/01/2020 02/28/2029 Common Stock 78,750 78,750 D
Performance Based Restricted $ 0 ( 2 ) ( 2 ) Common Stock 75,000 75,000 D
Performance Based Restricted $ 0 ( 3 ) ( 3 ) Common Stock 105,000 105,000 D
Performance Based Restricted $ 0 ( 4 ) ( 4 ) Common Stock 157,500 157,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH WAYNE T
4000 MERIDIAN BOULEVARD
FRANKLIN, TN37067
X Chairman & CEO
Signatures
Christopher G. Cobb, Attorney in Fact for Wayne T. Smith 05/08/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions on 5/8/2019 at prices ranging from $3.36 to $3.575, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of 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. Together with shares purchased by the reporting person on 5/3/2019, 5/6/2019 and 5/7/2019, which purchases were reported in the Form 4 filed for the reporting person on 5/7/2019, the reporting person has purchased a total of 1,000,000 shares of the Issuer's common stock since 5/3/2019 at a weighted average purchase price for all such purchases of $3.368.
( 2 )The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2017 and 12/31/2019 (the "2017-2019 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 2017-2019 Performance Period.
( 3 )The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2018 and 12/31/2020 (the "2018-2020 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 2018-2020 Performance Period.
( 4 )The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2019 and 12/31/2021 (the "2019-2021 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 2019-2021 Performance Period.

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