Tenet Healthcare (THC) 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)
02/24/2017

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)	02/24/2017		M		4,749	A	(2)	33,863	D
Common Stock	02/24/2017		F		2,012(3)	D	$21.99	31,851	D
Common Stock(4)	02/24/2017		M		7,822	A	(2)	39,673	D
Common Stock	02/24/2017		F		3,313(3)	D	$21.99	36,360	D
Common Stock(5)	02/24/2017		M		3,383	A	(2)	39,743	D
Common Stock	02/24/2017		F		1,535(3)	D	$21.99	38,208	D
Common Stock(6)	02/24/2017		M		6,766	A	(2)	44,974	D
Common Stock	02/24/2017		F		2,847(3)	D	$21.99	42,127	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)	02/24/2017		M			4,749	(1)	(1)	Common Stock(7)	4,749	$0.00	4,749	D
2015 February Performance-Based Restricted Stock Units	(4)	02/24/2017		M			7,822	(4)	(4)	Common Stock(7)	7,822	$0.00	7,822	D
2014 February Restricted Stock Units	(5)	02/24/2017		M			3,383	(5)	(5)	Common Stock(7)	3,383	$0.00	0	D
2014 February Performance-Based Restricted Stock Units	(6)	02/24/2017		M			6,766	(6)	(6)	Common Stock(7)	6,766	$0.00	0	D

Explanation of Responses:

1. As previously reported, on February 25, 2015, the reporting person received a grant of 14,246 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 4,748 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 4,749 shares of common stock, as shown in Table I. The remaining 4,749 restricted stock units are shown in Table II, which are scheduled to vest on February 25, 2018.

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 Feb. 25, 2015, the reporting person received a target grant of 14,246 performance-based RSUs that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending December 31, 2015. The actual number of stock units that could vest ranged from 0% to 200% of the target unit amount. The performance metric was exceeded and 164.7% of the target grant was awarded; therefore, these RSUs vest in one-third increments on each of the 1st, 2nd and 3rd anniversaries of the date of grant. The 1st anniversary occurred on Feb. 25, 2016, resulting in the vesting and settlement of 7,820 shares of common stock. The 2nd vesting date occurred on Feb. 24, 2017 (the business day prior to the anniversary date, which fell on a weekend), resulting in the vesting and settlement of 7,822 shares of common stock, as shown in Table I. The remaining 7,822 performance RSUs are shown in Table II, which are scheduled to vest on Feb. 25, 2018.

5. As previously reported, on February 26, 2014, the reporting person received a grant of 10,149 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 26, 2015, resulting in the vesting and settlement of 3,383 shares of common stock. The second anniversary occurred on February 26, 2016, resulting in the vesting and settlement of 3,383 shares of common stock. The third 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 3,383 shares of common stock, as shown in Table I.

6. As previously reported, on Feb. 26, 2014, the reporting person received a target grant of 10,149 performance-based RSUs that were subject to the Company's attainment of a specified one-year performance metric for the year then-ending December 31, 2014. The actual number of stock units that could vest ranged from 0% to 200% of the target unit amount. The performance metric was exceeded and 200% of the target grant was awarded; therefore, these RSUs vest in one-third increments on each of the 1st, 2nd and 3rd anniversaries of the date of grant. The 1st anniversary occurred on Feb. 26, 2015, resulting in the vesting & settlement of 6,766 shares of common stock. The 2nd anniversary occurred on Feb. 26, 2016, resulting in the vesting & settlement of 6,766 shares of common stock. The 3rd vesting date occurred on Feb. 24, 2017 (the business day prior to the anniversary date which fell on a weekend), resulting in the vesting and settlement of 6,766 shares of common stock, as shown in Table I.

7. 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 Audrey T. Andrews	02/28/2017
	** Signature of Reporting Person	Date
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