Sec Form 4 Filing - Sousa Michael @ HEALTHSTREAM INC - 2022-03-17

Insider filing report for Changes in Beneficial Ownership
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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
Sousa Michael
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)
Senior Vice President
(Last) (First) (Middle)
500 11TH AVENUE NORTH, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2022
(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 Holding 03/17/2022 M 21,048( 1 ) A $ 0 51,867 D
Common Stock Holding 03/17/2022 F 6,083( 2 ) D $ 19.94 45,784 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 ) 03/17/2022 M 1,864 ( 4 ) ( 5 ) Common Stock 1,864 $ 0 0 D
Restricted Share Units $ 0( 3 ) 03/17/2022 M 8,750 ( 6 ) ( 5 ) Common Stock 8,750 $ 0 17,500 D
Restricted Share Units $ 0( 3 ) 03/17/2022 M 7,000 ( 7 ) ( 5 ) Common Stock 7,000 $ 0 10,500 D
Restricted Share Units $ 0( 3 ) 03/17/2022 M 1,430 ( 8 ) ( 5 ) Common Stock 1,430 $ 0 1,667 D
Restricted Share Units $ 0( 3 ) 03/17/2022 M 1,146 ( 9 ) ( 5 ) Common Stock 1,146 $ 0 3,724 D
Restricted Share Units $ 0( 3 ) 03/17/2022 M 858 ( 10 ) ( 5 ) Common Stock 858 $ 0 4,859 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sousa Michael
500 11TH AVENUE NORTH
SUITE 1000
NASHVILLE, TN37203
Senior Vice President
Signatures
/s/ Michael Sousa 03/18/2022
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 RSUs 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.
( 5 )Not applicable.
( 6 )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 January 1, 2018 - December 31, 2018; up to 15% vest on March 15, 2020 for the period January 1, 2019 - December 31, 2019; up to 20% vest on March 15, 2021 for the period January 1, 2020 - December 31, 2020; up to 25% vest on March 15, 2022 for the period January 1, 2021 - December 31, 2021; and up to 30% vest on March 15, 2023 for the period January 1, 2022 - December 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 January 1, 2021 - December 31, 2021 was achieved; therefore 25% of the awards vested on March 15, 2022.
( 7 )Represents RSUs granted in 2018 which failed to vest based on a performance period in 2020, but which continued to be eligible for vesting based on the achievement of catch-up performance criteria for a performance period in 2021 (as such concept is referenced in Note (6) above). Based on the achievement of the financial performance over the catch-up performance period in 2021, all 7,000 of these RSUs became vested.
( 8 )The RSUs 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.
( 9 )The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 11, 2021, 20% vest on March 11, 2022, 30% vest on March 11, 2023, and the remaining 35% vest on March 11, 2024.
( 10 )The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 17, 2022, 20% vest on March 17, 2023, 30% vest on March 17, 2024, and the remaining 35% vest on March 17, 2025.

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