SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Johnson Jason K

(Last) (First) (Middle)
4000 MERIDIAN BOULEVARD

(Street)
FRANKLIN TN 37067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC [ CYH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & CAO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/01/2024 M 18,000(1) A $0 135,155 D
Common Stock 03/01/2024 A 30,000(2) A $0 165,155 D
Common Stock 03/01/2024 F 15,812 D $2.87 149,343 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 03/01/2024 M 18,000 (1) (1) Common Stock 18,000 $0 0 D
Performance Based Restricted $0 03/01/2024 A 30,000 (3) (3) Common Stock 30,000 $0 30,000 D
Stock Options (Right to Buy) $2.87 03/01/2024 A 30,000 03/01/2025(4) 02/28/2034 Common Stock 30,000 $0 30,000 D
Performance Based Restricted $0 (5) (5) Common Stock 25,000 25,000 D
Performance Based Restricted $0 (6) (6) Common Stock 30,000 30,000 D
Stock Options (Right to Buy) $4.93 03/01/2021 02/28/2030 Common Stock 15,000 15,000 D
Stock Options (Right to Buy) $8.81 03/01/2022 02/28/2031 Common Stock 18,000 18,000 D
Stock Options (Right to Buy) $10.18 03/01/2023(4) 02/29/2032 Common Stock 25,000 25,000 D
Stock Options (Right to Buy) $6.15 03/01/2024(4) 02/28/2033 Common Stock 30,000 30,000 D
Explanation of Responses:
1. The vesting of these performance-based restricted shares was based on the attainment of certain performance objectives between 1/1/2021 and 12/31/2023 (the "2021-2023 Performance Period"). Based on the actual level of achievement of such performance objectives for the 2021-2023 Performance Period, the award vested on March 1, 2024 at 100% of the target number of the performance-based restricted shares originally reported by the Reporting Person on 3/2/2021.
2. 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.
3. The vesting of these performance-based restricted shares is allocated to the attainment of the following pre-determined performance objectives between 1/1/2024 and 12/31/2026 (the "2024-2026 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 2024-2026 Performance Period.
4. Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.
5. 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.
6. The vesting of these performance-based restricted shares is subject to the attainment of certain performance objectives between 1/1/2023 and 12/31/2025 (the "2023-2025 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 2023-2025 Performance Period.
Christopher G. Cobb, Attorney in Fact for Jason K. Johnson 03/01/2024
** Signature of Reporting Person Date
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.
EX-24.txt

POWER OF ATTORNEY

Know all by these presents, that the undersigned

officer and/or director (herein, the Filer) of

COMMUNITY HEALTH SYSTEMS, INC., (the Company)

hereby constitutes and appoints each of

JUSTIN D. PITT, KEVIN J. HAMMONS, CHRISTOPHER

G. COBB and CAROL R. CLIFTON, signing singly,

the Filer's true and lawful attorney-in-fact to:

1.
execute for and on behalf of the Filer, a

FORM ID (or any such form as may be adopted)

for the purpose of obtaining on behalf of

Filer, a CIK, CCC and other filing codes and

related items from the Securities and Exchange

Commission (the SEC) as necessary to permit

each such Filer to make filings on the SECs

Electronic Data Gathering, Analysis and

Retrieval system, and to perform all acts

necessary in order to obtain such codes and

related items as he or she shall deem

appropriate; 2. execute for and on behalf

of the Filer, in the Filers capacity as an

officer and/or director of the Company, Forms

3, 4, and 5 in accordance with Section 16(a)

of the Securities Exchange Act of 1934 and the

rules thereunder; 3. execute for and on behalf

of the Filer, in the Filer's capacity as an

officer and/or director of the Company one or

more notices on Form 144 relating to any orders

or instructions to sell securities of the Company

in accordance with Rule 144 under the Securities

Act of 1933 and the rules thereunder; 4. do and

perform any and all acts for and on behalf of

the Filer which may be necessary or desirable

to complete and execute any such Form 3, 4, 5,

or 144 complete and execute any amendment or

amendments thereto, and timely file such form

with the United States Securities and Exchange

Commission and any stock exchange or similar

authority; and 5. take any other action of any

type whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact,

may be of benefit to, in the best interest of,

or legally required by the Filer in his or her

capacity as an officer and/or director of the

Company, it being understood that the documents

executed by such attorney-in-fact on behalf of

the Filer pursuant to this Power of Attorney

shall be in such form and shall contain such

terms and conditions as such attorney-in-fact

may approve in such attorney-in-fact's

discretion. The Filer hereby grants to each such

attorney-in-fact full power and authority to do

and perform any and every act and thing whatsoever

requisite, necessary, or proper to be done in the

exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as

the undersigned might or could do if personally

present, with full power of substitution or

revocation, hereby ratifying and confirming all

that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes,

shall lawfully do or cause to be done by virtue


of this power of attorney and the rights and powers

herein granted. The Filer acknowledges that the

foregoing attorneys-in-fact, in serving in such

capacity at the request of the Filer, are not

assuming, nor is the Company assuming, any of the

Filers responsibilities to comply with Section 16

of the Securities Exchange Act of 1934 or Rule 144

of the Securities Act of 1933. This Power of Attorney

shall remain in full force and effect until the

Filer is no longer required to file Forms

3, 4, 5, or 144 with respect to the Filer's holdings

of and transactions in securities issued by the

Company, unless earlier revoked by the Filer in

a signed writing delivered to the foregoing

attorneys-in-fact.

IN WITNESS WHEREOF, the Filer has caused this Power

of Attorney to be executed as of this 15th day of

September, 2023.

/s/ Jason K. Johnson

Jason K. Johnson