Tenet Healthcare (THC) Form 4 TENET HEALTHCARE / LARRY ROBBINS 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^*

GLENVIEW CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

767 FIFTH AVENUE

44TH FLOOR

(Street)

NEW YORK NY 10153

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, $0.05 par value	12/11/2020		S		491,663(1)	D	$40.6712(4)	19,217,296(2)	I(2)	See footnotes(2)(3)
Common Stock, $0.05 par value	12/11/2020		S		8,337(1)	D	$41.9986(5)	19,208,959(2)	I(2)	See footnotes(2)(3)
Common Stock, $0.05 par value	12/14/2020		S		201,903(1)	D	$40.2196(6)	19,007,056(2)	I(2)	See footnotes(2)(3)
Common Stock, $0.05 par value	12/14/2020		S		129,026(1)	D	$41.0551(7)	18,878,030(2)	I(2)	See footnotes(2)(3)
Common Stock, $0.05 par value	12/14/2020		S		29,787(1)	D	$42.0931(8)	18,848,243(2)	I(2)	See footnotes(2)(3)
Common Stock, $0.05 par value	12/15/2020		S		152,267(1)	D	$41.2688(9)	18,695,976(2)	I(2)	See footnotes(2)(3)
Common Stock, $0.05 par value	12/15/2020		S		187,017(1)	D	$42.3117(10)	18,508,959(2)	I(2)	See footnotes(2)(3)
Common Stock, $0.05 par value								52,394(11)	D(3)

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

1. Name and Address of Reporting Person^*

GLENVIEW CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

767 FIFTH AVENUE

44TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROBBINS LARRY

(Last) (First) (Middle)

767 FIFTH AVENUE

44TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

Explanation of Responses:

1. These shares of the Issuer's Common Stock, $0.05 par value per share (the "Shares") were sold by Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd., Glenview Capital Opportunity Fund, L.P., and certain other associated investment vehicles managed by Glenview Capital Management, LLC.

2. These Shares are held for the accounts of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd., Glenview Capital Opportunity Fund, L.P., and certain other associated investment vehicles managed by Glenview Capital Management, LLC. Glenview Capital Management, LLC serves as investment manager to each of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd., Glenview Capital Opportunity Fund, L.P., and certain other associated investment vehicles. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management, LLC.

3. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 11, 2020 within a $1.00 range. The actual prices for these transactions range from $40.405 to $41.36, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

5. This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 11, 2020 within a $1.00 range. The actual prices for these transactions range from $41.50 to $42.42, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

6. This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 14, 2020 within a $1.00 range. The actual prices for these transactions range from $39.83 to $40.80, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

7. This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 14, 2020 within a $1.00 range. The actual prices for these transactions range from $40.85 to $41.30, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

8. This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 14, 2020 within a $1.00 range. The actual prices for these transactions range from $42.01 to $42.1825, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

9. This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 15, 2020 within a $1.00 range. The actual prices for these transactions range from $41.00 to $41.99, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

10. This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 15, 2020 within a $1.00 range. The actual prices for these transactions range from $42.20 to $42.62, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

11. These 52,394 Shares reflect restricted stock units ("RSUs") that have all previously been settled into Shares. Each RSU is the economic equivalent of one Share.

Remarks:

Exhibit List: The Power of Attorney filed as Exhibit B to the Schedule 13D filed by the Reporting Persons on January 19, 2016 is incorporated herein by reference.

	/s/ Mark J. Horowitz, Co-President of Glenview Capital Management, LLC	12/15/2020
	/s/ Mark J. Horowitz, attorney-in-fact for Larry Robbins	12/15/2020
	** Signature of Reporting Person	Date
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