Legacy Lifepoint Health Form 4 / John P Bumpus 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^*

Bumpus John P

(Last)

(First)

(Middle)

330 SEVEN SPRINGS WAY

(Street)

BRENTWOOD

37027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEGACY 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)
EVP, Chief Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	11/14/2018		G	V	15,384	D	$0.0000	103,449	D
Common	11/16/2018		D⁽¹⁾		103,449	D	$0⁽¹⁾	0.0000	D
Common	11/16/2018		D⁽¹⁾		851	D	$0.0000⁽¹⁾	0.0000	I	By Retirement Plan
Common	11/16/2018		D⁽¹⁾		1,455	D	$0.0000⁽¹⁾	0.0000	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Options (Right to buy)	$44.34	11/16/2018		D⁽²⁾			35,000	⁽²⁾	02/19/2023	Common	35,000	$0.0000	0.0000	D
Non-Qualified Stock Options (Right to buy)	$39.97	11/16/2018		D⁽²⁾			35,000	⁽²⁾	02/21/2022	Common	35,000	$0.0000	0.0000	D
Non-Qualified Stock Options (Right to buy)	$35.88	11/16/2018		D⁽²⁾			35,000	⁽²⁾	02/23/2021	Common	35,000	$0.0000	0.0000	D
Non-Qualified Stock Options (Right to buy)	$64.22	11/16/2018		D⁽²⁾			31,587	⁽²⁾	02/23/2026	Common	31,587	$0.0000	0.0000	D
Non-Qualified Stock Options (Right to buy)	$71	11/16/2018		D⁽²⁾			25,000	⁽²⁾	02/24/2025	Common	25,000	$0.0000	0.0000	D
Non-Qualified Stock Options (Right to buy)	$52.9	11/16/2018		D⁽²⁾			29,000	⁽²⁾	02/25/2024	Common	29,000	$0.0000	0.0000	D
Non-Qualified Stock Options (Right to buy)	$44.85	11/16/2018		D⁽²⁾			47,706	⁽²⁾	02/27/2028	Common	47,706	$0.0000	0.0000	D
Non-Qualified Stock Options (Right to buy)	$62.5	11/16/2018		D⁽²⁾			11,852	⁽²⁾	06/06/2027	Common	11,852	$0.0000	0.0000	D
Non-Qualified Stock Options (Right to buy)	$64.5	11/16/2018		D⁽²⁾			31,918	02/28/2018⁽²⁾	02/28/2027	Common	31,918	$0.0000	0.0000	D
Restricted Stock Units	$0.0000⁽³⁾	11/16/2018		D⁽³⁾			27,471	⁽³⁾	⁽³⁾	Common	27,471	⁽³⁾	0.0000	D
Restricted Stock Units	$0.0000⁽³⁾	11/16/2018		D⁽³⁾			8,618	12/31/2019⁽³⁾	12/31/2019⁽³⁾	Common	8,618	⁽³⁾	0.0000	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger between the Issuer, RegionalCare Hospital Partners Holdings, Inc. d/b/a RCCH HealthCare Partners, and Legend Merger Sub, Inc. (the "Merger Agreement"), each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive $65.00 in cash, without interest.

2. Pursuant to the terms of the Merger Agreement, each outstanding option, whether vested or unvested, became fully vested as of the effective time of the merger, and was canceled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, determined by multiplying the excess, if any, of the merger consideration of $65.00 per share over the applicable exercise price per share of such option by the number of shares of common stock subject to such option, or if there was no such excess was canceled without consideration.

3. Pursuant to the terms of the Merger Agreement, each outstanding performance-based restricted stock unit ("PRSU"), whether vested or unvested, became fully vested as of the effective time of the merger, and was canceled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the merger consideration of $65.00 per share multiplied by the number of shares of Common Stock subject to such PRSUs as set forth in the applicable award agreement.

	/s/ Kathy Teague, Attorney-in-Fact	11/20/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Legacy Lifepoint Health Inactive Form 4LEGACY LIFEPOINT HEALTH / John P Bumpus ownership change