David M Dill Form 4 LIFEPOINT HEALTH / DAVID M DILL 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^*

DILL DAVID M

(Last) (First) (Middle)

330 SEVEN SPRINGS WAY

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIFEPOINT HEALTH, INC. [ LPNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and Chief Operating

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2016

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

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
Non-Qualified Stock Options (Right to buy)	$64.22	02/23/2016		A		100,504		(1)	02/23/2026	Common	100,504	$0.0000	100,504	D
Restricted Stock Units	$0.0000(2)	02/23/2016		A		27,136		(3)	(3)	Common	27,136	$0.0000	94,136	D

Explanation of Responses:

1. The options vest in three equal installments beginning on the first anniversary of the date of grant.

2. Upon vesting, the Reporting Person is entitled to receive up to two shares of Common Stock for each Restricted Stock Unit.

3. The Performance Period with respect to these restricted stock units (RSUs) is January 1, 2016 through December 31, 2018. Each RSU represents the right to receive, upon vesting, up to two shares of the Issuer's common stock. Vesting of these performance-based RSUs is contingent criteria such as (i) the Issuer's three-year annualized total shareholder return or TSR as of December 31, 2018 relative to the S&P GICS Sub-industry: Health Care Facilities with over $500 million in revenues, or its equivalent; and (ii) the EBITDA of the Issuer and certain acquired facilities during the Performance Period.

	/s/ Christy S. Green, Attorney-in-Fact	02/25/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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