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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LUMSDAINE ALFRED 1573 MALLORY LANE SUITE 100 BRENTWOOD, TN 37027 |
EVP & Chief Financial Officer |
/s/ R. Harold McCard, Jr., Attorney in Fact for Alfred Lumsdaine | 09/28/2018 | |
**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) | On September 27, 2018, Quorum Health Corporation (the "Issuer") and the reporting person entered into an Acknowledgement of Award Cancellation cancelling the March 9, 2018 award of 100,000 shares of the Issuer's restricted common stock because it was issued in excess of the limitations under the Issuer's 2016 Stock Award Plan. Thereafter, the Issuer re-granted to the reporting person 100,000 shares of restricted common stock as an inducement award outside the Issuer's 2016 Stock Award Plan in reliance on the employment inducement exemption to shareholder approval provided under the New York Stock Exchange's Listed Company Manual Rule 303A.08. |
(2) | 50% of the award is time-vested restricted stock and vests in three equal installments beginning on the first anniversary of March 9, 2018, and 50% of the award is performance-based restricted common stock and vests, if at all, over a two-year performance period based on the achievement of target cumulative same store net revenue and target cumulative adjusted EBITDA, each weighted 50%. |