HEALTHSTREAM INC — Director's Dealing 2015

Sep 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHSTREAM INC (HSTM)
CIK: 0001095565
Period of Report: 2015-09-24

Reporting Person: Sousa Michael (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-24	Restricted Share Units	$0.00	A	25000	Acquired		Common Stock (25000)	Direct
2015-09-24	Restricted Share Units	$0.00	A	5000	Acquired		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27530	Direct

Footnotes

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

F2: Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria will be established on an annual basis by the Compensation Committee of the Board of Directors. Up to 15% vest on March 15, 2016 for the period January 1, 2015 through December 31, 2015; up to 20% vest on March 15, 2017 for the period January 1, 2016 through December 31, 2016; up to 20% vest on March 15, 2018 for the period January 1, 2017 through December 31, 2017; up to 20% vest on March 15, 2019 for the period January 1, 2018 through December 31, 2018; and up to 25% vest on March 15, 2020 for the period January 1, 2019 through December 31, 2019. Vesting will be determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the subsequent performance period.

F3: Not applicable.

F4: 100% of these RSUs vest on March 15, 2020, contingent upon continued service at the time of vesting and the achievement of certain performance criteria for the period January 1, 2015 through December 31, 2019, as established by the Compensation Committee of the Board of Directors.