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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
(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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Award | $ 0 | (4) | (4) | Class A Common Stock, $.01 par value | 11,250 (4) | 11,250 (4) | D | ||||||||
| Deferred Stock Award | $ 0 | (4) | (4) | Class A Common Stock, $.01 par value | 19,674 (4) | 19,674 (4) | D | ||||||||
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHOEN WILLIAM J C/O HEALTH MANAGEMENT ASSOCIATES, INC. 5811 PELICAN BAY BOULEVARD, SUITE 500 NAPLES, FL 34108 | X | |||
Signatures
| /s/ Gary S. Bryant, Attorney-in-fact for William J. Schoen | 11/09/2012 | |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | The shares were sold for purposes of diversification by a trust of which Mr. Schoen is Settlor, Trustee and/or Beneficiary. |
| (2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.30 to $8.415. Mr. Schoen undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above. |
| (3) | Shares owned directly or indirectly by various trusts over which Mr. Schoen is Trustee, Settlor, and/or Beneficiary. |
| (4) | This deferred stock award granted under the Issuer's Amended and Restated 1996 Executive Incentive Compensation Plan was previously reported by Mr. Schoen and, except as otherwise provided in the award notice, vests 25% on each of the first four anniversaries of the grant date subject to continuous service as a member of the board of directors. |
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