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Form 4 TENET HEALTHCARE CORP For: Feb 26 Filed by: Cancelmi Daniel J

March 2, 2015 6:19 PM EST
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 *
Cancelmi Daniel J

(Last) (First) (Middle)
1445 ROSS AVENUE
SUITE 1400

(Street)
DALLAS TX 75202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TENET HEALTHCARE CORP [ THC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2015
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
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 (1) 02/26/2015   M   7,141 A (2) 89,246 D  
Common Stock 02/26/2015   F   3,014 (3) D $ 46.74 86,232 D  
Common Stock (4) 02/26/2015   M   14,282 A (2) 100,514 D  
Common Stock 02/26/2015   F   6,049 (3) D $ 46.74 94,465 D  
Common Stock (5) 02/27/2015   M   7,208 A (2) 101,673 D  
Common Stock 02/27/2015   F   3,053 (3) D $ 46.3 98,620 D  
Common Stock (6) 02/27/2015   M   7,208 A (2) 105,828 D  
Common Stock 02/27/2015   F   3,053 (3) D $ 46.3 102,775 D  
Common Stock (7) (8) 02/27/2015   M   3,332 A (2) 106,107 D  
Common Stock 02/27/2015   F   1,412 (3) D $ 46.3 104,695 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
2014 February Restricted Stock Units (1) 02/26/2015   M     7,141   (1)   (1) Common Stock (9) 7,141 $ 0 14,284 D  
2014 February Performance-Based Restricted Stock Units (4) 02/26/2015   M     14,282   (4)   (4) Common Stock (9) 14,282 $ 0 28,568 D  
2013 February Restricted Stock Units (5) 02/27/2015   M     7,208   (5)   (5) Common Stock (9) 7,208 $ 0 7,208 D  
2013 February Performance-Based Restricted Stock Units (6) 02/27/2015   M     7,208   (6)   (6) Common Stock (9) 7,208 $ 0 7,208 D  
2012 February Restricted Stock Units (7) 02/27/2015   M     3,332   (7)   (7) Common Stock (9) 3,332 $ 0 0 D  
Explanation of Responses:
1. As previously reported, on February 26, 2014, the reporting person received a grant of 21,425 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 26, 2015, resulting in the vesting and settlement of 7,141 shares of common stock as shown above in Table I. The remaining 14,284 restricted stock units are shown in Table II, of which 7,142 are scheduled to vest on each of February 26, 2016 and February 26, 2017.
2. Restricted stock units convert into common stock on a one-for-one basis.
3. Shares withheld for payment of taxes upon vesting of restricted stock units in accordance with Rule 16b-3.
4. As previously reported, on February 26, 2014, the reporting person received a target grant of 21,425 performance-based restricted stock units that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending December 31, 2014. The actual number of stock units that could vest ranged from 0% to 200% of the target unit amount. The performance metric was exceeded and 200% of the target grant was awarded; therefore, these restricted stock units vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 26, 2015, resulting in the vesting and settlement of 14,282 shares of common stock, as shown in Table I. The remaining 28,568 performance restricted stock units are shown in Table II, of which 14,284 are scheduled to vest on each of February 26, 2016 and February 26, 2017.
5. As previously reported, on February 28, 2013, the reporting person received a grant of 21,623 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 7,207 shares of common stock. The second vesting date occurred on February 27, 2015 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 7,208 shares of common stock, as shown in Table I. The remaining 7,208 restricted stock units are shown in Table II, which are scheduled to vest on February 28, 2016.
6. As previously reported, on February 28, 2013, the reporting person received a grant of 21,623 performance-based restricted stock units that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending December 31, 2013. The performance metric was met; therefore, these restricted stock units vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 7,207 shares of common stock. The second vesting date occurred on February 27, 2015 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 7,208 shares of common stock, as shown in Table I. The remaining 7,208 performance restricted stock units are shown in Table II, which are scheduled to vest on February 28, 2016.
7. As previously reported, on February 29, 2012, the reporting person received a grant of 10,000 time-based restricted stock units that vest in one-third increments on each of the first, second and third anniversaries of the date of grant. The first anniversary occurred on February 28, 2013, resulting in the vesting and settlement of 3,334 shares of common stock. The second anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 3,334 shares of common stock. The third vesting date occurred on February 27, 2015 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 3,332 shares of common stock, as shown in Table I.
8. All historical share data in this Form 4 have been restated to reflect a one-for-four reverse stock split effective as of October 11, 2012.
9. Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock upon vesting.
Anthony L. Shoemaker, as Attorney-in-Fact for Daniel J. Cancelmi 03/02/2015
** 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.


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