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Form 4 TENET HEALTHCARE CORP For: Feb 26 Filed by: FETTER TREVOR

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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OMB Number: 3235-0287
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hours per response: 0.5
  
 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 *
FETTER TREVOR
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
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   30,070 A (2) 848,502 D  
Common Stock 02/26/2015   F   13,337 (3) D $ 46.74 835,165 D  
Common Stock (4) 02/26/2015   M   60,140 A (2) 895,305 D  
Common Stock 02/26/2015   F   26,673 (3) D $ 46.74 868,632 D  
Common Stock (5) 02/27/2015   M   31,799 A (2) 900,431 D  
Common Stock 02/27/2015   F   14,103 (3) D $ 46.3 886,328 D  
Common Stock (6) 02/27/2015   M   31,799 A (2) 918,127 D  
Common Stock 02/27/2015   F   14,103 (3) D $ 46.3 904,024 D  
Common Stock (7) (8) 02/27/2015   M   19,166 A (2) 923,190 D  
Common Stock 02/27/2015   F   8,501 (3) D $ 46.3 914,689 D  
Common Stock (8) (9) 02/27/2015   M   19,166 A (2) 933,855 D  
Common Stock 02/27/2015   F   8,501 (3) D $ 46.3 925,354 D  
Common Stock               2,550 I By Spouse
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     30,070   (1)   (1) Common Stock (10) 30,070 $ 0 60,142 D  
2014 February Performance-Based Restricted Stock Units (4) 02/26/2015   M     60,140   (4)   (4) Common Stock (10) 60,140 $ 0 120,284 D  
2013 February Restricted Stock Units (5) 02/27/2015   M     31,799   (5)   (5) Common Stock (10) 31,799 $ 0 31,799 D  
2013 February Performance-Based Restricted Stock Units (6) 02/27/2015   M     31,799   (6)   (6) Common Stock (10) 31,799 $ 0 31,799 D  
2012 February Restricted Stock Units (7) 02/27/2015   M     19,166   (7)   (7) Common Stock (10) 19,166 $ 0 0 D  
2012 February Performance-Based Restricted Stock Units (9) 02/27/2015   M     19,166   (9)   (9) Common Stock (10) 19,166 $ 0 0 D  
Explanation of Responses:
1. As previously reported, on February 26, 2014, the reporting person received a grant of 90,212 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 30,070 shares of common stock as shown above in Table I. The remaining 60,142 restricted stock units are shown in Table II, of which 30,071 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 90,212 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 60,140 shares of common stock, as shown in Table I. The remaining 120,284 performance restricted stock units are shown in Table II, of which 60,142 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 95,396 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 31,798 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 31,799 shares of common stock, as shown in Table I. The remaining 31,799 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 95,396 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 31,798 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 31,799 shares of common stock, as shown in Table I. The remaining 31,799 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 57,500 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 19,167 shares of common stock. The second anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 19,167 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 19,166 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. As previously reported, on February 29, 2012, the reporting person received a grant of 57,500 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, 2012. 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, 2013, resulting in the vesting and settlement of 19,167 shares of common stock. The second anniversary occurred on February 28, 2014, resulting in the vesting and settlement of 19,167 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 19,166 shares of common stock, as shown in Table I.
10. 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 Trevor Fetter 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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