Sec Form 4 Filing - WILLIS GARY D @ AMEDISYS INC - 2017-01-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WILLIS GARY D 2. Issuer Name and Ticker or Trading Symbol AMEDISYS INC [ AMED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 3854 AMERICAN WAY, SUITE A 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2017 (Street) BATON ROUGE, LA70816 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/20/2017 A 18,878 ( 1 ) A $ 0 18,878 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 46.35 01/20/2017 A 36,828 ( 2 ) 01/20/2027 Common Stock 36,828 $ 0 36,828 D Restricted Stock Units ( 3 ) 01/20/2017 A 37,756 ( 3 ) ( 3 ) Common Stock 37,756 $ 0 37,756 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILLIS GARY D 3854 AMERICAN WAY, SUITE A BATON ROUGE, LA70816 Chief Financial Officer Signatures /s/ Jennifer R. Guckert, pursuant to a power of attorney 01/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer awarded the Reporting Person 18,878 time-based Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock, and will vest in equal, 25% installments on each of January 20, 2018, January 20, 2019, January 20, 2020 and January 20, 2021, provided that the Reporting Person remains continuously employed by the Issuer on each such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs. ( 2 )The Stock Options are subject to time-based vesting conditions and will vest in equal, 25% installments on each of January 20, 2018, January 20, 2019, January 20, 2020 and January 20, 2021, provided that the Reporting Person remains continuously employed by the Issuer on each such date, subject to pro-rated vesting provisions as provided in the award agreement for the Stock Options. ( 3 )The RSUs awarded are subject to performance-based vesting and will vest (i) on the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal years 2017 through 2020, respectively, and (ii) additional time-based vesting conditions (2017 Tranche: one-third on each of January 20, 2018, 2019 and 2020; 2018 Tranche: one-third on each of January 20, 2019, 2020 and 2021; 2019 Tranche: one-third on each of January 20, 2020, 2021 and 2022; 2020 Tranche: one-third on each of January 20, 2021, 2022 and 2023), assuming the Reporting Person remains continuously employed by the Issuer on each such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs.

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