Form 4 FETTER TREVOR For: Mar 06 (10K)

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, 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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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^*

FETTER TREVOR

(Last)

(First)

(Middle)

13737 NOEL ROAD

(Street)

DALLAS

75240

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2009

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								10,200	I	By Spouse
Common Stock								10,000	I	By Trust
Common Stock	03/06/2009		M		141,000	A	$ 0.92	1,244,868	D
Common Stock	03/06/2009		F		51,395	D	$ 0.92	1,193,473	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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2008 March Restricted Units

⁽¹⁾

03/06/2009

141,000

⁽¹⁾

Common Stock

141,000

$ 0.92

282,000

1999 C Option (Right to Buy)

$ 11.12

⁽²⁾

07/28/2009

Common Stock

25,000

2002 A Option (Right to Buy)

$ 27.95

⁽²⁾

11/07/2012

Common Stock

450,000

2003 B Option (Right to Buy)

$ 14.98

⁽²⁾

09/15/2013

Common Stock

350,000

2004 March Option (Right to Buy)

$ 12.02

⁽²⁾

03/04/2014

Common Stock

469,333

2005 February Option (Right to Buy)

$ 10.63

⁽²⁾

02/17/2015

Common Stock

469,333

2006 February Option (Right to Buy)

$ 7.93

⁽²⁾

02/22/2016

Common Stock

731,697

2007 March Option (Right to Buy)

$ 6.6

⁽²⁾

03/01/2017

Common Stock

728,000

2007 March Performance Based Restricted Units

$ 0 ⁽³⁾

⁽³⁾

Common Stock

700,000

2008 March Option (Right to Buy)

$ 4.94

⁽²⁾

03/06/2018

Common Stock

1,667,000

2009 February Option (Right to Buy)

$ 1.14

⁽²⁾

02/26/2019

Common Stock

5,500,000

Stock Units

$ 0

⁽⁴⁾

Common Stock

18,798

Explanation of Responses:

1. These restricted units vest ratably on each of the first, second and third anniversaries of the date of grant. Restricted Units are settled in shares of the Company's common stock upon vesting.

2. These derivative securities (stock options) vest ratably on each of the first, second and third anniversaries of the date of grant.

3. On the first anniversary of the date of grant, 100,000 restricted units vest; on the second anniversary of the date of grant, 100,000 restricted units vest; and on the third anniversary of the date of grant, the remaining 700,000 restricted units vest conditionally based on the average of the closing price of the company's common stock on the last 40 trading days of 2009 ("Stock Price") as follows: 100,000 restricted units vest if the Stock Price is $6.75 or less; 400,000 restricted units vest if the Stock Price is $8.50; and 700,000 restricted units if the Stock Price is $10.25 or greater. Straight-line interpolation will be used to determine the number of restricted units vesting for Stock Prices between the threshold prices stated. Restricted Units are settled in shares of the company's common stock upon vesting.

4. These Stock Units were accrued under the Company's Deferred Compensation Plan.

	/s/ Fetter, Trevor	03/10/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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