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: PEARSON J EDWARD (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-18	Common Stock	M	4705	$0.00	Acquired	97718	Direct
2016-03-18	Common Stock	F	1261	$20.20	Disposed	96457	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-18	Restricted Share Units	$0.00	M	1750	Disposed		Common Stock (1750)	Direct
2016-03-18	Restricted Share Units	$0.00	M	1500	Disposed		Common Stock (1500)	Direct
2016-03-18	Restricted Share Units	$0.00	M	785	Disposed		Common Stock (785)	Direct
2016-03-18	Restricted Share Units	$0.00	M	670	Disposed		Common Stock (670)	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: 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.