Sec Form 4 Filing - PEARSON J EDWARD @ HEALTHSTREAM INC - 2020-03-17

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 PEARSON J EDWARD 2. Issuer Name and Ticker or Trading Symbol HEALTHSTREAM INC [ HSTM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 500 11TH AVENUE NORTH, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2020 (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 03/17/2020 M 10,470 ( 1 ) A $ 0 171,119 D Common Stock 03/17/2020 F 2,550 ( 2 ) D $ 23.04 168,569 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 Restricted Share Units $ 0 ( 3 ) 03/17/2020 M 1,982 ( 4 ) ( 5 ) Common Stock 1,982 $ 0 0 D Restricted Share Units $ 0 ( 3 ) 03/17/2020 M 1,458 ( 6 ) ( 5 ) Common Stock 1,458 $ 0 1,700 D Restricted Share Units $ 0 ( 3 ) 03/17/2020 M 1,065 ( 7 ) ( 5 ) Common Stock 1,065 $ 0 3,461 D Restricted Share Units $ 0 ( 3 ) 03/17/2020 M 5,250 ( 8 ) ( 5 ) Common Stock 5,250 $ 0 26,250 D Restricted Share Units $ 0 ( 3 ) 03/17/2020 M 715 ( 9 ) ( 5 ) Common Stock 715 $ 0 4,049 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEARSON J EDWARD 500 11TH AVENUE NORTH SUITE 1000 NASHVILLE, TN37203 President and COO Signatures J. Edward Pearson 03/18/2020 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 17, 2017, 20% vest on March 17, 2018, 30% vest on March 17, 2019, and the remaining 35% vest on March 17, 2020. ( 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 16, 2018, 20% vest on March 16, 2019, 30% vest on March 16, 2020, and the remaining 35% vest on March 16, 2021. ( 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 15, 2019, 20% vest on March 15, 2020, 30% vest on March 15, 2021, and the remaining 35% vest on March 15, 2022. ( 8 )Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria 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 January 1, 2018 through December 31, 2018; up to 15% vest on March 15, 2020 for the period January 1, 2019 through December 31, 2019; up to 20% vest on March 15, 2021 for the period January 1, 2020 through December 31, 2020; up to 25% vest on March 15, 2022 for the period January 1, 2021 through December 31, 2021; and up to 30% vest on March 15, 2023 for the period January 1, 2022 through December 31, 2022. Vesting is determined based on actual performance. The performance criteria for the period January 1, 2019 through December 31, 2019 was achieved; therefore 15% of the awards vested on March 15, 2020. ( 9 )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.

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).

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