Sec Form 4 Filing - Hingtgen Tim @ COMMUNITY HEALTH SYSTEMS INC - 2020-03-02

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
Hingtgen Tim
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)
President and COO
(Last) (First) (Middle)
4000 MERIDIAN BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2020
(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 03/01/2020 A 75,000 A $ 0 ( 1 ) 366,131 D
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
Performance Based Restricted $ 0 03/01/2020 A 150,000 ( 2 ) ( 2 ) Common Stock 150,000 $ 0 150,000 D
Stock Options (Right to Buy) $ 4.93 03/01/2020 A 75,000 03/01/2021( 3 ) 02/28/2031 Common Stock 75,000 $ 0 75,000 D
Stock Options (Right to Buy) $ 4.93 03/01/2020 A 200,000 03/01/2021( 3 ) 02/28/2031 Common Stock 200,000 $ 0 200,000 D
Performance Based Restricted $ 0 03/01/2020 D 37,500 03/01/2020( 4 ) ( 4 ) Common Stock 37,500 $ 0 0 D
Performance Based Restricted $ 0 ( 5 ) ( 5 ) Common Stock 75,000 75,000 D
Performance Based Restricted $ 0 ( 6 ) ( 6 ) Common Stock 112,500 112,500 D
Stock Options (Right to Buy) $ 34.38 02/23/2012 02/22/2021 Common Stock 1,000 1,000 D
Stock Options (Right to Buy) $ 17.49 02/16/2013 02/15/2022 Common Stock 334 334 D
Stock Options (Right to Buy) $ 4.99 03/01/2020 02/28/2030 Common Stock 56,250 56,250 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hingtgen Tim
4000 MERIDIAN BOULEVARD
FRANKLIN, TN37067
X President and COO
Signatures
Christopher G. Cobb, Attorney in Fact for Tim Hingtgen 03/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant.The time-vesting restrictions on this award of restricted stock will lapse in 1/3 increments on the first, second and third anniversary of the date of grant.
( 2 )The vesting of these performance-based restricted shares is allocated to the attainment of the following pre-determined performance objectives between 1/1/2020 and 12/31/2022 (the "2020-2022 Performance Period"), as follows: 50% to a Cumulative Consolidated Adjusted EBITDA Growth target; and 50% to a Cumulative Same-Store Net Revenue Growth target. 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 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 2020-2022 Performance Period.
( 3 )Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.
( 4 )The vesting of these performance-based restricted shares was subject to the Issuer's attainment of certain performance objectives between 1/1/2017 and 12/31/2019. These performance objectives were not attained so the restricted shares have been forfeited.
( 5 )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.
( 6 )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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