Sec Form 4 Filing - FRIST ROBERT A JR @ HEALTHSTREAM INC - 2017-03-20

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 FRIST ROBERT A JR 2. Issuer Name and Ticker or Trading Symbol HEALTHSTREAM INC [ HSTM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 209 10TH AVE. SOUTH, SUITE 450 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2017 (Street) NASHVILLE, TN37203 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 03/20/2017 M 4,670 ( 1 ) A $ 0 5,105,774 D Common Stock 03/20/2017 F 1,402 ( 2 ) D $ 23.9 5,104,372 D Common Stock 10,000 I The Carolyn Marie Frist 2005 Vested Trust Common Stock 10,000 I The Cate Merriman Frist 2005 Vested Trust Common Stock 10,000 I The Eleanor Knox Frist 2005 Vested Trust Common Stock 18,335 I Louise Trust u/a/d 08-16-2007 Common Stock 18,334 I Merriman Trust u/a/d 08-16-2007 Common Stock 18,334 I Marie Trust u/a/d 08-16-2007 Common Stock 18,334 I Knox Trust u/a/d 08-16-2007 Common Stock 435,000 I Bobby and Melissa Frist Children's 2012 GST-Exempt Trust

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 Restricted Share Units $ 0 ( 3 ) 03/20/2017 M 1,750 ( 4 ) ( 5 ) Common Stock 1,750 $ 0 0 D Restricted Share Units $ 0 ( 3 ) 03/20/2017 M 1,177 ( 6 ) ( 5 ) Common Stock 1,177 $ 0 1,374 D Restricted Share Units $ 0 ( 3 ) 03/20/2017 M 894 ( 7 ) ( 5 ) Common Stock 894 $ 0 2,906 D Restricted Share Units $ 0 ( 3 ) 03/20/2017 M 849 ( 8 ) ( 5 ) Common Stock 849 $ 0 4,814 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRIST ROBERT A JR 209 10TH AVE. SOUTH SUITE 450 NASHVILLE, TN37203 X X CEO Signatures Robert Frist 03/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired on vesting of restricted share units. ( 2 )Shares withheld for payment of tax liability. ( 3 )Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. ( 4 )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. ( 5 )Not applicable. ( 6 )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. ( 7 )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. ( 8 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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