Wayne T. Smith - Mar 1, 2023 Form 4 Insider Report for COMMUNITY HEALTH SYSTEMS INC (CYH)

Role
Director
Signature
Christopher G. Cobb, Attorney in Fact for Wayne T. Smith
Stock symbol
CYH
Transactions as of
Mar 1, 2023
Transactions value $
-$335,470
Form type
4
Date filed
3/2/2023, 03:24 PM
Previous filing
Dec 22, 2022
Next filing
Mar 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CYH Common Stock Options Exercise $0 +225K +5.57% $0.00 4.26M Mar 1, 2023 Direct F1
transaction CYH Common Stock Tax liability -$780K -127K -2.98% $6.15 4.14M Mar 1, 2023 Direct
transaction CYH Common Stock Gift $0 -30.1K -0.73% $0.00 4.11M Mar 1, 2023 Direct F2
holding CYH Common Stock 1.61M Mar 1, 2023 by The Modified 2009 WTS Irrev Trust Dated 12/16/22
holding CYH Common Stock 482K Mar 1, 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 -225K -100% $0.00* 0 Mar 1, 2023 Common Stock 225K $0.00 Direct F1
transaction CYH Restricted Stock Units Award $180K +29.3K $6.15 29.3K Mar 1, 2023 Common Stock 29.3K $0.00 Direct F3
transaction CYH Restricted Stock Units Award $265K +43.1K +147.22% $6.15 72.4K Mar 1, 2023 Common Stock 43.1K $0.00 Direct F4
holding CYH Performance Based Restricted 180K Mar 1, 2023 Common Stock 180K $0.00 Direct F5
holding CYH Performance Based Restricted 180K Mar 1, 2023 Common Stock 180K $0.00 Direct F6
holding CYH Stock Options (Right to Buy) 78.8K Mar 1, 2023 Common Stock 78.8K $4.99 Direct
holding CYH Stock Options (Right to Buy) 113K Mar 1, 2023 Common Stock 113K $4.93 Direct
holding CYH Stock Options (Right to Buy) 90K Mar 1, 2023 Common Stock 90K $8.81 Direct F7
holding CYH Stock Options (Right to Buy) 90K Mar 1, 2023 Common Stock 90K $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.