Daniel J Cancelmi Form 4 TENET HEALTHCARE / Daniel J Cancelmi 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^*

Cancelmi Daniel J

(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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2018

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 Stock(1)	02/23/2018		M		8,036	A	(2)	198,792	D
Common Stock	02/23/2018		F		3,224(3)	D	$19.28	195,568	D
Common Stock(4)	02/23/2018		M		13,235	A	(2)	208,803	D
Common Stock	02/23/2018		F		5,208(3)	D	$19.28	203,595	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)	02/23/2018		M			8,036	(1)	(1)	Common Stock(5)	8,036	$0.00	0	D
2015 February Performance-Based Restricted Stock Units	(4)	02/23/2018		M			13,235	(4)	(4)	Common Stock(5)	13,235	$0.00	0	D

Explanation of Responses:

1. As previously reported, on February 25, 2015, the reporting person received a grant of 24,107 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 8,035 shares of common stock. The second vesting date occurred on February 24, 2017 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 8,036 shares of common stock. The third vesting date occurred on February 23, 2018 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 8,036 shares of common stock, as shown in Table I.

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. On 2/25/15, the reporting person received a target grant of 24,107 performance-based RSUs that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending 12/31/15. The actual number of stock units that could vest ranged from 0% to 200% of the target unit amount. The performance metric was exceeded & 164.7% of the target grant was awarded; therefore, these RSUs vest in 1/3 increments on each of the 1st, 2nd & 3rd anniversaries of the date of grant. The 1st anniversary occurred 2/25/16, resulting in the vesting & settlement of 13,234 shares of common stock. The 2nd vesting date occurred 2/24/17 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting & settlement of 13,236 shares of common stock. The 3rd vesting date occurred 2/23/18 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting & settlement of 13,235 shares of common stock as shown in Table I.

5. 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 Daniel J. Cancelmi	02/27/2018
	** Signature of Reporting Person	Date
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