Sec Form 4 Filing - DILL DAVID M @ LEGACY LIFEPOINT HEALTH, INC. - 2018-11-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
DILL DAVID M
2. Issuer Name and Ticker or Trading Symbol
LEGACY LIFEPOINT HEALTH, INC. [ LPNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and Chief Operating
(Last) (First) (Middle)
330 SEVEN SPRINGS WAY
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2018
(Street)
BRENTWOOD, TN37027
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 11/16/2018 D( 1 ) 224,160 D $ 0 ( 1 ) 0 D
Common 11/16/2018 D( 1 ) 6,350 D $ 0 ( 1 ) 0 I By Custodian For Child
Common 11/16/2018 D( 1 ) 758 D $ 0 ( 1 ) 0 I By Retirement Plan
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
Non-Qualified Stock Options (Right to buy) $ 44.34 11/16/2018 D( 2 ) 100,000 ( 2 ) 02/19/2023 Common 100,000 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 39.97 11/16/2018 D( 2 ) 100,000 ( 2 ) 02/21/2022 Common 100,000 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 31.51 11/16/2018 D( 2 ) 60,000 ( 2 ) 02/23/2020 Common 60,000 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 35.88 11/16/2018 D( 2 ) 70,000 ( 2 ) 02/23/2021 Common 70,000 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 64.22 11/16/2018 D( 2 ) 100,504 ( 2 ) 02/23/2026 Common 100,504 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 21.41 11/16/2018 D( 2 ) 60,000 ( 2 ) 02/24/2019 Common 60,000 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 71 11/16/2018 D( 2 ) 100,000 ( 2 ) 02/24/2025 Common 100,000 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 52.9 11/16/2018 D( 2 ) 100,000 ( 2 ) 02/25/2024 Common 100,000 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 44.85 11/16/2018 D( 2 ) 111,315 ( 2 ) 02/27/2028 Common 111,315 $ 0 0 D
Non-Qualified Stock Options (Right to buy) $ 64.5 11/16/2018 D( 2 ) 101,559 02/28/2018( 2 ) 02/28/2027 Common 101,559 $ 0 0 D
Restricted Stock Units $ 0 ( 3 ) 11/16/2018 D( 3 ) 63,870 ( 3 ) ( 3 ) Common 63,870 ( 3 ) 0 D
Restricted Stock Units $ 0 ( 3 ) 11/16/2018 D( 3 ) 27,421 12/31/2019( 3 ) 12/31/2019( 3 ) Common 27,421 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DILL DAVID M
330 SEVEN SPRINGS WAY
BRENTWOOD, TN37027
President and Chief Operating
Signatures
/s/ Kathy Teague, Attorney-in-Fact 11/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement and Plan of Merger between the Issuer, RegionalCare Hospital Partners Holdings, Inc. d/b/a RCCH HealthCare Partners, and Legend Merger Sub, Inc. (the "Merger Agreement"), each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive $65.00 in cash, without interest.
( 2 )Pursuant to the terms of the Merger Agreement, each outstanding option, whether vested or unvested, became fully vested as of the effective time of the merger, and was canceled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, determined by multiplying the excess, if any, of the merger consideration of $65.00 per share over the applicable exercise price per share of such option by the number of shares of common stock subject to such option, or if there was no such excess was canceled without consideration.
( 3 )Pursuant to the terms of the Merger Agreement, each outstanding performance-based restricted stock unit ("PRSU"), whether vested or unvested, became fully vested as of the effective time of the merger, and was canceled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the merger consideration of $65.00 per share multiplied by the number of shares of Common Stock subject to such PRSUs as set forth in the applicable award agreement.

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.