Keith B Pitts Form 4 TENET HEALTHCARE / KEITH B PITTS ownership change

SEC Form 4

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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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^*

PITTS KEITH B

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2016

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)	02/25/2016		M		12,784	A	(2)	82,583	D
Common Stock	02/25/2016		D		3,488(3)	D	$24.81	79,095	D
Common Stock(4)	02/25/2016		M		21,056	A	(2)	100,151	D
Common Stock	02/25/2016		D		5,759(3)	D	$24.81	94,392	D
Common Stock(5)	02/26/2016		M		11,276	A	(2)	105,668	D
Common Stock	02/26/2016		D		4,016(3)	D	$25.68	101,652	D
Common Stock(6)	02/26/2016		M		22,552	A	(2)	124,204	D
Common Stock	02/26/2016		D		9,461(3)	D	$25.68	114,743	D

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
2015 February Restricted Stock Units	(1)	02/25/2016		M			12,784	(1)	(1)	Common Stock(7)	12,784	$0.00	25,568	D
2015 February Performance-Based Restricted Stock Units	(4)	02/25/2016		M			21,056	(4)	(4)	Common Stock(7)	21,056	$0.00	42,110	D
2014 February Restricted Stock Units	(5)	02/26/2016		M			11,276	(5)	(5)	Common Stock(7)	11,276	$0.00	11,277	D
2014 February Performance-Based Restricted Stock Units	(6)	02/26/2016		M			22,552	(6)	(6)	Common Stock(7)	22,552	$0.00	22,554	D

Explanation of Responses:

1. As previously reported, on February 25, 2015, the reporting person received a grant of 38,352 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 25, 2016, resulting in the vesting and settlement of 12,784 shares of common stock, as shown in Table I. The remaining 25,568 restricted stock units are shown in Table II, of which 12,784 are scheduled to vest on each of February 25, 2017 and February 25, 2018.

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 25, 2015, the reporting person received a target grant of 38,352 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, 2015. 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 164.7% 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 25, 2016, resulting in the vesting and settlement of 21,056 shares of common stock, as shown in Table I. The remaining 42,110 performance restricted stock units are shown in Table II, of which 21,056 are scheduled to vest on February 25, 2017 and 21,054 are scheduled to vest on February 25, 2018.

5. As previously reported, on February 26, 2014, the reporting person received a grant of 33,829 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 11,276 shares of common stock. The second anniversary occurred on February 26, 2016, resulting in the vesting and settlement of 11,276 shares of common stock, as shown in Table I. The remaining 11,277 restricted stock units are shown in Table II, which are scheduled to vest on February 26, 2017.

6. As previously reported, on February 26, 2014, the reporting person received a target grant of 33,829 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 22,552 shares of common stock. The second anniversary occurred on February 26, 2016 resulting in the vesting and settlement of 22,552 shares of common stock, as shown in Table I. The remaining 22,554 performance restricted stock units are shown in Table II, which are scheduled to vest on February 26, 2017.

7. Both time-based restricted stock units and performance-based restricted stock units are settled in shares of the Company's common stock upon vesting.

Remarks:

	Anthony L. Shoemaker, as Attorney-in-Fact for Keith B. Pitts	02/29/2016
	** Signature of Reporting Person	Date
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