Sec Form 13G Filing - SMITH WAYNE T filing for COMMUNITY HEALTH SYSTEMS,INC (CYH) - 2023-02-03

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Wayne T. Smith

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  4,906,106

  SHARED VOTING POWER

  2,088,563

  SOLE DISPOSITIVE POWER

  4,906,106

  SHARED DISPOSITIVE POWER

  2,088,563

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,994,669

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.2%

  TYPE OF REPORTING PERSON (see instructions)

  IN

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of the Principal Office or, if none, residence

Citizenship

Title of Class of Securities

CUSIP Number 203668108

☐    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

☐    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Amount beneficially owned: 6,994,669 (1)

Percent of class: 5.2% (2)

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 4,906,106

Shared power to vote or to direct the vote: 2,088,563

Sole power to dispose or to direct the disposition of 4,906,106

Shared power to dispose or to direct the disposition of 2,088,563

As of December 31, 2022, includes:

3,852,356 shares of Common Stock held directly by Mr. Smith;

187,500 shares of shares of restricted stock granted to Mr. Smith under the Issuer’s 2009 Stock Option and Award Plan (the “Plan”), which remain subject to vesting restrictions as of December 31, 2022 and will vest in 1/3 increments on the first three anniversaries of the applicable grant date;

585,000 shares of performance based restricted stock granted to Mr. Smith under the Plan, which remain subject to vesting restrictions as of December 31, 2022, which shares may ultimately vest at between 0% to 200% of this number of shares of Common Stock, subject to the level of achievement of the underlying performance objectives (225,000 of these shares are subject to vesting based upon the achievement of performance objectives for the period from January 1, 2020 through December 31, 2022; 180,000 of these shares are subject to vesting based upon the achievement of performance objectives for the period from January 1, 2021 through December 31, 2023; and 180,000 of these shares are subject to vesting based upon the achievement of performance objectives for the period from January 1, 2022 through December 31, 2024);

281,250 shares issuable upon the exercise of options granted to Mr. Smith under the Plan, which were exercisable as of December 31, 2022 or will become exercisable within 60 days thereafter;

481,721 shares held by WAC LLC; and

1,606,842 shares of Common Stock held by The Modified 2009 WTS Irrev Trust, dated December 16, 2022.

Based on 134,713,179 shares outstanding as of October 20, 2022, as disclosed in the Quarterly Report on Form 10-Q filed by the Company on October 27, 2022, and 281,250 shares issuable upon the exercise of options granted to Mr. Smith under the Plan, which were exercisable as of December 31, 2022 or will become exercisable within 60 days thereafter.