SMITH WAYNE T. - 01 Mar 2023 Form 4 Insider Report for COMMUNITY HEALTH SYSTEMS INC (CYH)

Role
Director
Signature
Christopher G. Cobb, Attorney in Fact for Wayne T. Smith
Issuer symbol
CYH
Transactions as of
01 Mar 2023
Net transactions value
-$335,470
Form type
4
Filing time
02 Mar 2023, 15:24:42 UTC
Previous filing
22 Dec 2022
Next filing
31 Mar 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CYH Common Stock Options Exercise $0 +225,000 +5.6% $0.000000 4,264,856 01 Mar 2023 Direct F1
transaction CYH Common Stock Tax liability $780,466 -126,905 -3% $6.15 4,137,951 01 Mar 2023 Direct
transaction CYH Common Stock Gift $0 -30,050 -0.73% $0.000000 4,107,901 01 Mar 2023 Direct F2
holding CYH Common Stock 1,606,842 01 Mar 2023 by The Modified 2009 WTS Irrev Trust Dated 12/16/22
holding CYH Common Stock 481,721 01 Mar 2023 WAC LLC

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CYH Performance Based Restricted Options Exercise $0 -225,000 -100% $0.000000* 0 01 Mar 2023 Common Stock 225,000 $0.000000 Direct F1
transaction CYH Restricted Stock Units Award $179,998 +29,268 $6.15 29,268 01 Mar 2023 Common Stock 29,268 $0.000000 Direct F3
transaction CYH Restricted Stock Units Award $264,997 +43,089 +147% $6.15 72,357 01 Mar 2023 Common Stock 43,089 $0.000000 Direct F4
holding CYH Performance Based Restricted 180,000 01 Mar 2023 Common Stock 180,000 $0.000000 Direct F5
holding CYH Performance Based Restricted 180,000 01 Mar 2023 Common Stock 180,000 $0.000000 Direct F6
holding CYH Stock Options (Right to Buy) 78,750 01 Mar 2023 Common Stock 78,750 $4.99 Direct
holding CYH Stock Options (Right to Buy) 112,500 01 Mar 2023 Common Stock 112,500 $4.93 Direct
holding CYH Stock Options (Right to Buy) 90,000 01 Mar 2023 Common Stock 90,000 $8.81 Direct F7
holding CYH Stock Options (Right to Buy) 90,000 01 Mar 2023 Common Stock 90,000 $10.18 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.