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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Based Restricted | $ 0 | 12/28/2012 | A(2) | 167 | 02/16/2013(3) | 02/15/2022(3) | Common Stock | 167 | (2) | 20,167 | D | ||||
| Stock Options (Right to Buy) | $ 32.37 | 02/28/2006 | 02/28/2013 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 38.3 | 03/01/2007 | 03/01/2014 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 37.21 | 02/28/2008 | 02/28/2015 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 40.41 | 07/25/2008 | 07/24/2017 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 32.28 | 02/27/2009 | 02/26/2018 | Common Stock | 22,000 | 22,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 33.9 | 02/24/2011 | 02/23/2020 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 37.96 | 02/23/2012 | 02/22/2021 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 21.07 | 02/16/2013 | 02/15/2022 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MILLER DAVID LEWIS 4000 MERIDIAN BOULEVARD FRANKLIN, TN 37067 |
Division President | |||
| Christopher G. Cobb, Attorney in Fact for David L. Miller | 01/02/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reporting person received these shares of additional Restricted Stock as a payment-in-kind dividend on shares of Restricted Stock owned on the dividend record date in accordance with the terms of the Restricted Stock Award Agreement (the "Agreement") resulting from the payment on December 28, 2012 of a cash dividend of $0.25 per share of common stock based on the closing price of the issuer's common stock on such dividend payment date, which was $29.94. Such additional Restricted Stock issued on account of the dividend will vest in installments identical to the vesting of the underlying Restricted Stock owned by the reporting person to which the dividend was paid subject to the Agreement. |
| (2) | The reporting person received these shares of additional Performance Based Restricted Stock as a payment-in-kind dividend on shares of Performance Based Restricted Stock owned on the dividend record date in accordance with the terms of the Performance Based Restricted Stock Award Agreement (the "PB Agreement") resulting from the payment on December 28, 2012 of a cash dividend of $0.25 per share of common stock based on the closing price of the issuer's common stock on such dividend payment date, which was $29.94. Such additional Performance Based Restricted Stock issued on account of the dividend will vest, if at all, in installments identical to the vesting of the underlying Performance Based Restricted Stock owned by the reporting person to which the dividend was paid subject to the PB Agreement, as further described in Footnote 3. |
| (3) | Each performance based restricted share represents a contingent right to receive one share of CYH common stock. There are two elements to the lapsing of the restriction; first, the Company must achieve specified targeted amount of earnings per share from continuing operations, or net revenue from continuing operations, and if the performance objective is met, the vesting restrictions will lapse in 1/3 increments on the first, second and third anniversary of the date of grant. If the objectives are not met, the shares will be forfeited. |