Statement of Changes in Beneficial Ownership (4)
February 27 2015 - 4:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PORTACCI MICHAEL T
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2. Issuer Name
and
Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC
[
CYH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Division President
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(Last)
(First)
(Middle)
4000 MERIDIAN BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2015
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(Street)
FRANKLIN, TN 37067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/26/2015
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M
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50000
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A
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$40.41
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86210
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D
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Common Stock
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2/26/2015
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S
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50000
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D
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$44.0019
(1)
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36210
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$40.41
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2/26/2015
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M
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50000
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7/25/2008
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7/24/2015
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Common Stock
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50000
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$0.00
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50000
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D
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Stock Options (Right to Buy)
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$32.28
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2/27/2009
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2/26/2018
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Common Stock
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20000
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20000
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D
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Stock Options (Right to Buy)
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$33.90
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2/24/2011
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2/23/2020
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Common Stock
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10000
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10000
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D
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Stock Options (Right to Buy)
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$37.96
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2/23/2012
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2/22/2021
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Common Stock
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10000
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10000
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D
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Stock Options (Right to Buy)
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$21.07
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2/16/2013
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2/15/2022
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Common Stock
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2667
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2667
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D
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Performance Based Restricted
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$0.00
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3/1/2015
(2)
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2/29/2024
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Common Stock
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25000
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25000
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D
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Performance Based Restricted
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$0.00
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3/1/2015
(3)
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2/29/2024
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Common Stock
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10000
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10000
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D
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Explanation of Responses:
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(
1)
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The shares were sold in a series of transactions at a weighted average price of $44.0019 per share.
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(
2)
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Each performance based restricted share represents a contingent right to receive one share of CYH common stock. There are two elements to the lapsing of the restriction; first, the Company must achieve specified targeted amount of earnings per share from continuing operations, or net revenue from continuing operations, and if the performance objective is met, the vesting restrictions will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. If the objectives are not met, the shares will be forfeited.
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(
3)
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Each performance based restricted share represents a contingent right to receive one share of CYH common stock. The lapsing of the restrictions is dependent on the Company meeting certain cost savings ("synergies") from the Health Management Associates, Inc. merger transaction. The performance target may be met in part in the first year or in whole or in part over the first two years. There is also a time vesting element to the maximum targets of the award. If the objectives are not met, the shares will be forfeited.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PORTACCI MICHAEL T
4000 MERIDIAN BOULEVARD
FRANKLIN, TN 37067
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Division President
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Signatures
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Christopher G. Cobb, Attorney in Fact for Michael T. Portacci
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2/27/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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