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Filing Details

Accession Number:: 0001209191-23-054022
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-11-01 16:17:23
Reporting Period:: 2023-10-31

Accepted Time:: 2023-11-01 16:17:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1108109	Community Health Systems Inc	CYH	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1018660	T Wayne Smith	4000 Meridian Boulevard Franklin TN 37067		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-10-31	1,000,000	$2.11	5,107,901	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,606,842	Indirect	by The Modified 2009 WTS Irrev Trust Dated 12/16/22
Common Stock	481,721	Indirect	WAC LLC

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Units (SU)	$0.00			25,226	25,226	Direct
Common Stock	Performance Based Restricted	$0.00			180,000	180,000	Direct
Common Stock	Performance Based Restricted	$0.00			180,000	180,000	Direct
Common Stock	Restricted Stock Units	$0.00			29,268	29,268	Direct
Common Stock	Restricted Stock Units	$0.00			43,089	43,089	Direct
Common Stock	Stock Options (Right to Buy)	$4.99	2020-03-01	2029-02-28	78,750	78,750	Direct
Common Stock	Stock Options (Right to Buy)	$4.93	2021-03-01	2030-02-28	112,500	112,500	Direct
Common Stock	Stock Options (Right to Buy)	$8.81	2022-03-01	2031-02-28	90,000	90,000	Direct
Common Stock	Stock Options (Right to Buy)	$10.18	2023-03-01	2032-02-29	90,000	90,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	25,226	25,226	Direct
	180,000	180,000	Direct
	180,000	180,000	Direct
	29,268	29,268	Direct
	43,089	43,089	Direct
2029-02-28	78,750	78,750	Direct
2030-02-28	112,500	112,500	Direct
2031-02-28	90,000	90,000	Direct
2032-02-29	90,000	90,000	Direct

Footnotes

The price reported in Column 4 is a weighted average price of $2.11 per share. These shares were purchased in multiple transactions on 10/31/2023 at prices ranging from $2.03 to $2.14, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
The Stock Units were accrued under the Company's Directors' Fees Deferral Plan in lieu of a portion of the Reporting Person's Director Fees and are settled 100% in the Company's common stock on the last business day of the calendar quarter following cessation as a director or upon a date specified by the Reporting Person.
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.
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.
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.
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.
Vesting occurs in 1/3 increments on the first, second and third anniversary of the date of grant.