HEALTHSTREAM INC — Director's Dealing 2017

Mar 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHSTREAM INC (HSTM)
CIK: 0001095565
Period of Report: 2017-03-20

Reporting Person: FRIST ROBERT A JR (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-20	Common Stock	M	4670	$0.00	Acquired	5105774	Direct
2017-03-20	Common Stock	F	1402	$23.90	Disposed	5104372	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-20	Restricted Share Units	$0.00	M	1750	Disposed		Common Stock (1750)	Direct
2017-03-20	Restricted Share Units	$0.00	M	1177	Disposed		Common Stock (1177)	Direct
2017-03-20	Restricted Share Units	$0.00	M	894	Disposed		Common Stock (894)	Direct
2017-03-20	Restricted Share Units	$0.00	M	849	Disposed		Common Stock (849)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Indirect
Common Stock	10000	Indirect
Common Stock	10000	Indirect
Common Stock	18335	Indirect
Common Stock	18334	Indirect
Common Stock	18334	Indirect
Common Stock	18334	Indirect
Common Stock	435000	Indirect

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

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 11, 2015, 20% vest on March 11, 2016, 30% vest on March 11, 2017, and the remaining 35% vest on March 11, 2018.

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 10, 2016, 20% vest on March 10, 2017, 30% vest on March 10, 2018, and the remaining 35% vest on March 10, 2019.

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 17, 2017, 20% vest on March 17, 2018, 30% vest on March 17, 2019, and the remaining 35% vest on March 17, 2020.