HEALTHSTREAM INC — Director's Dealing 2012

Mar 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHSTREAM INC (HSTM)
CIK: 0001095565
Period of Report: 2012-03-18

Reporting Person: PEARSON J EDWARD (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-18	Restricted Stock Units	$0.00	A	5000	Acquired		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9400	Direct

Footnotes

F1: Each restricted stock unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.

F2: The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 18, 2013, 20% vest on March 18, 2014, 30% vest on March 18, 2015, and the remaining 35% vest on March 18, 2016.

F3: Not applicable.