| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMMUNITY HEALTH SYSTEMS INC [ CYH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. | ||
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:
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