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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 | ||||||||
| 2012 February Performance-Based Restricted Units | (2) | 02/28/2013 | M | 5,000 | (2) | (2) | Common Stock | 5,000 | $ 0 | 10,000 | D | ||||
| 2012 February Restricted Stock Units | (4) | 02/28/2013 | M | 5,000 | (4) | (4) | Common Stock | 5,000 | $ 0 | 10,000 | D | ||||
| 2013 February Restricted Stock Units (5) | (6) | 02/28/2013 | A | 26,711 | (6) | (6) | Common Stock | 26,711 | $ 0 | 26,711 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Reynolds Britt T 1445 ROSS AVENUE, SUITE 1400 DALLAS, TX 75202 |
Pres. of Hospital Operations | |||
| /s/ Jeffrey S. McFall, Attorney-in-Fact for Britt T. Reynolds | 03/04/2013 | |
| **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) | 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. |
| (2) | As previously reported, on February 29, 2012, the reporting person received a grant of 15,000 performance restricted 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 units vest ratably 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 5,000 shares of common stock, as shown in Table I. The remaining 10,000 performance restricted units are shown in Table II, of which 5,000 are scheduled to vest on February 28, 2014 and 5,000 are scheduled to vest on February 28, 2015. Restricted units are settled in shares of the Company's common stock upon vesting. |
| (3) | Shares withheld for payment of taxes upon vesting of restricted units in accordance with Rule 16b-3. |
| (4) | As previously reported, on February 29, 2012, the reporting person received a grant of 15,000 restricted units that vest ratably 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 5,000 shares of common stock, as shown in Table I. The remaining 10,000 restricted units are shown in Table II, of which 5,000 are scheduled to vest on February 28, 2014 and 5,000 are scheduled to vest on February 28, 2015. Restricted units are settled in shares of the Company's common stock upon vesting. |
| (5) | On February 28, 2013, the reporting person also received a grant of performance restricted units, the target amount of which is 26,711 units. The vesting of the units is contingent upon the Company's achievement of a specified one-year performance goal for the year ending December 31, 2013. Provided the goal is achieved, the units will vest ratably over a three-year period from the grant date. If the performance goal is not achieved, the units will be forfeited. The actual number of units that could vest will range from 0% to 200% of the target unit amount, depending on the Company's level of achievement with respect to the performance goal. |
| (6) | These restricted units vest ratably on each of the first, second and third anniversaries of the date of grant. Restricted units are settled in shares of the Company's common stock upon vesting. |