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)
02/27/2018

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	02/27/2018		M		23,000	A	$0.0000	230,673	D
Common	02/28/2018		F		9,029(1)	D	$46.1	221,644	D
Common								6,350	I	By Custodian For Child
Common								758	I	By Retirement Plan

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)	$44.85	02/27/2018		A		111,315		(2)	02/27/2028	Common	111,315	$0.0000	111,315	D
Restricted Stock Units	$0.0000	02/27/2018		A		36,734		(3)	(3)	Common	36,734	$0.0000	86,870	D
Restricted Stock Units	$0.0000	02/27/2018		M			23,000	(4)	(4)	Common	23,000	$0.0000	63,870	D

Explanation of Responses:

1. Pursuant to the terms of the Company's 2013 Long-Term Incentive Plan, these shares were automatically withheld for payment of the tax liability incident to the vesting of a restricted stock award.

2. The options vest in four equal installments beginning on the first anniversary of the date of grant.

3. The Performance Period with respect to these restricted stock units ("RSUs") is January 1, 2018 through December 31, 2020. 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 upon the achievement of annually established performance targets for diluted earnings per share for each of the three fiscal years of the Performance Period, with the final number of shares of common stock issued under the RSUs subject to modification based on the Issuer's three-year annualized total shareholder return as of December 31, 2020 relative to the S&P GICS Sub-Industry Health Care Facilities with over $500 million in revenues, or its equivalent. Any RSUs earned during the Performance Period will be paid out 75% in 2020 and 25% in 2021, contingent upon continued employment with the Issuer.

4. Vesting of these performance-based RSUs was contingent upon the Issuer's three-year annualized total shareholder return or TSR as of December 31, 2017 relative to the S&P GICS Sub-industry: Health Care Facilities with over $500 million in revenues, or its equivalent.

	/s/ Kathy Teague, Attorney-in-Fact	03/01/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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