Audrey T. Andrews Form 4 TENET HEALTHCARE / Audrey T. Andrews 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^*

Andrews Audrey T.

(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)
SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

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)	02/28/2019		M		8,090	A	(2)	76,729	D
Common Stock	02/28/2019		F		2,042(3)	D	$28.58	74,687	D
Common Stock(4)	03/01/2019		M		8,777	A	(2)	83,464	D
Common Stock	03/01/2019		F		2,138(3)	D	$29.39	81,326	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
2018 February Restricted Stock Units	(1)	02/28/2019		M			8,090	(1)	(1)	Common Stock(5)	8,090	$0.00	16,182	D
2017 March Restricted Stock Units	(4)	03/01/2019		M			8,777	(4)	(4)	Common Stock(5)	8,777	$0.00	8,777	D

Explanation of Responses:

1. As previously reported, on February 28, 2018, the reporting person received a grant of 24,272 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 28, 2019, resulting in the vesting and settlement of 8,090 shares of common stock, as shown in Table I. The remaining 16,182 restricted stock units are shown in Table II, of which 8,091 are scheduled to vest on each of February 28, 2020 and February 28, 2021.

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 March 1, 2017, the reporting person received a grant of 26,330 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 March 1, 2018, resulting in the vesting and settlement of 8,776 shares of common stock. The second anniversary occurred on March 1, 2019, resulting in the vesting and settlement of 8,777 shares of common stock, as shown in Table I. The remaining 8,777 restricted stock units are shown in Table II and are scheduled to vest on March 1, 2020.

5. Time-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 Audrey T. Andrews	03/04/2019
	** 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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