HEALTHSTREAM INC — Director's Dealing 2020

Mar 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEALTHSTREAM INC (HSTM)
CIK: 0001095565
Period of Report: 2020-03-17

Reporting Person: Sousa Michael (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-17	Common Stock	M	13970	$0.00	Acquired	31388	Direct
2020-03-17	Common Stock	F	4049	$23.04	Disposed	27339	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-17	Restricted Share Units	$0.00	M	1982	Disposed		Common Stock (1982)	Direct
2020-03-17	Restricted Share Units	$0.00	M	1458	Disposed		Common Stock (1458)	Direct
2020-03-17	Restricted Share Units	$0.00	M	1065	Disposed		Common Stock (1065)	Direct
2020-03-17	Restricted Share Units	$0.00	M	5250	Disposed		Common Stock (5250)	Direct
2020-03-17	Restricted Share Units	$0.00	M	3500	Disposed		Common Stock (3500)	Direct
2020-03-17	Restricted Share Units	$0.00	M	715	Disposed		Common Stock (715)	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 17, 2017, 20% vest on March 17, 2018, 30% vest on March 17, 2019, and the remaining 35% vest on March 17, 2020.

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 16, 2018, 20% vest on March 16, 2019, 30% vest on March 16, 2020, and the remaining 35% vest on March 16, 2021.

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 15, 2019, 20% vest on March 15, 2020, 30% vest on March 15, 2021, and the remaining 35% vest on March 15, 2022.

F8: Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria, which are established on an annual basis by the Compensation Committee of the Board of Directors. Up to 10% vest on March 15, 2019 for the period Jan 1, 2018 - Dec 31, 2018; up to 15% vest on March 15, 2020 for the period Jan 1, 2019 - Dec 31, 2019; up to 20% vest on March 15, 2021 for the period Jan 1, 2020 - Dec 31, 2020; up to 25% vest on March 15, 2022 for the period Jan 1, 2021 - Dec 31, 2021; and up to 30% vest on March 15, 2023 for the period Jan 1, 2022 - Dec 31, 2022. Vesting is 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 the period Jan 1, 2019 - Dec 31, 2019 was achieved; therefore 15% of the awards vested on March 15, 2020.

F9: Represents RSUs granted in 2018 which failed to vest based on a performance period in 2018, but which continued to be eligible for vesting based on the achievement of catch-up performance criteria for a performance period in 2019 (as such concept is referenced in Note (8) above). Based on the achievement of the financial performance over the catch-up performance period in 2019, all 3,500 of these RSUs became vested.

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 15, 2020, 20% vest on March 15, 2021, 30% vest on March 15, 2022, and the remaining 35% vest on March 15, 2023.