Sec Form 4 Filing - WAHL Theodore @ HEALTHCARE SERVICES GROUP INC - 2017-11-15

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
WAHL Theodore
2. Issuer Name and Ticker or Trading Symbol
HEALTHCARE SERVICES GROUP INC [ HCSG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
3220 TILLMAN DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2017
(Street)
BENSALEM, PA19020
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 11/15/2017 G 1,450 A $ 49.77 115,161 D
Common Stock 11/15/2017 G 528 A $ 49.77 85,064 I Held by spouse
Common Stock 11/15/2017 G 1,584 A $ 49.77 30,002 I Held by minor child
Common Stock 12/29/2017 G 200 D $ 52.72 84,864 ( 1 ) I Held by spouse
Common Stock 01/02/2018 A 637 ( 2 ) A $ 33.29 115,798 D
Common Stock 01/04/2018 M 6,000 A $ 52.06 121,798 D
Common Stock 01/04/2018 F 1,710 D $ 52.06 120,088 ( 1 ) 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) $ 52.06 01/04/2018 A 50,000 ( 3 ) 01/04/2028 Common Stock 50,000 $ 0 50,000 D
Restricted Stock Units ( 4 ) 01/04/2018 A 30,000 ( 5 ) ( 5 ) Common Stock 30,000 $ 0 30,000 D
Restricted Stock Units ( 4 ) 01/04/2018 M 6,000 ( 6 ) ( 6 ) Common Stock 6,000 $ 0 24,000 D
Phantom Stock ( 4 ) 01/03/2018 A 715 ( 7 ) ( 8 ) ( 8 ) Common Stock 715 $ 52.72 11,126 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WAHL Theodore
3220 TILLMAN DRIVE
SUITE 300
BENSALEM, PA19020
X President & CEO
Signatures
/s/ John C. Shea, by Power of Attorney 01/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Total Direct and Indirect Beneficial Ownership by Reporting Person is 234,954.
( 2 )Acquired by the Reporting Person through participation in the Healthcare Services Group, Inc. Employee Stock Purchase Plan.
( 3 )These options shall vest and become exercisable at the rate of 20% annually, commencing on the first anniversary of the January 4, 2018 grant date.
( 4 )Shares issued at the conversion rate of 1-for-1.
( 5 )These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the January 4, 2018 grant date.
( 6 )These Restricted Stock Units shall vest at the rate of 20% annually, commencing on the first anniversary of the January 4, 2017 grant date.
( 7 )Acquired pursuant to an Issuer contribution under the Healthcare Services Group, Inc. Deferred Compensation Plan.
( 8 )Shares of Phantom Stock are payable in-kind following termination of the Reporting Person's employment with Issuer.

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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