HEALTHSTREAM INC — Director's Dealing 2016

Mar 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHSTREAM INC (HSTM)
CIK: 0001095565
Period of Report: 2016-03-17

Reporting Person: Sousa Michael (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-18	Common Stock	M	7457	$0.00	Acquired	24987	Direct
2016-03-18	Common Stock	F	2368	$20.20	Disposed	22619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-18	Restricted Share Units	$0.00	M	1313	Disposed		Common Stock (1313)	Direct
2016-03-18	Restricted Share Units	$0.00	M	1124	Disposed		Common Stock (1124)	Direct
2016-03-18	Restricted Share Units	$0.00	M	600	Disposed		Common Stock (600)	Direct
2016-03-18	Restricted Share Units	$0.00	M	670	Disposed		Common Stock (670)	Direct
2016-03-18	Restricted Share Units	$0.00	M	3750	Disposed		Common Stock (3750)	Direct
2016-03-17	Restricted Share Units	$0.00	A	5663	Acquired		Common Stock (5663)	Direct

Footnotes

F1: Shares acquired on vesting of restricted share units.

F2: Shares withheld for payment of tax liability.

F3: Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.

F4: 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.

F5: Not applicable.

F6: 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, 2014, 20% vest on March 18, 2015, 30% vest on March 18, 2016, and the remaining 35% vest on March 18, 2017.

F7: The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 11, 2015, 20% vest on March 11, 2016, 30% vest on March 11, 2017, and the remaining 35% vest on March 11, 2018.

F8: The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 10, 2016, 20% vest on March 10, 2017, 30% vest on March 10, 2018, and the remaining 35% vest on March 10, 2019.

F9: 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 next performance period. The performance criteria for 2015 was met, resulting in 3,750 RSUs earned.

F10: The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 17, 2017, 20% vest on March 17, 2018, 30% vest on March 17, 2019, and the remaining 35% vest on March 17, 2020.