Sec Form 4 Filing - Kemmerly David L @ AMEDISYS INC - 2018-11-14

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
Kemmerly David L
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)
See Remarks
(Last) (First) (Middle)
3854 AMERICAN WAY, SUITE A
3. Date of Earliest Transaction (MM/DD/YY)
11/14/2018
(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 11/14/2018 M 3,125 A $ 27.35 21,177 ( 1 ) D
Common Stock 11/14/2018 S 1,091 D $ 116.61 ( 2 ) 20,086 ( 1 ) D
Common Stock 11/14/2018 S 2,034 D $ 117.02 ( 3 ) 18,052 ( 1 ) D
Common Stock 446 ( 4 ) I Through 401(k) Plan
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) $ 27.35 11/14/2018 M 3,125 ( 5 ) 05/01/2025 Common Stock 3,125 $ 0 3,125 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kemmerly David L
3854 AMERICAN WAY, SUITE A
BATON ROUGE, LA70816
See Remarks
Signatures
/s/ Jennifer R. Guckert, pursuant to a power of attorney 11/16/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total amount of shares beneficially owned includes 200 shares held in an employee stock purchase plan account.
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.36 to $116.76, inclusive. The reporting person undertakes to provide to Amedisys, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.77 to $117.76, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
( 4 )The information in this report is based on a plan statement dated as of September 30, 2018.
( 5 )On May 1, 2015, the reporting person was granted an option to purchase 37,500 shares of common stock. The option vests based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2015, 2016, 2017 and 2018. The performance criteria for 2016 were met, resulting in vesting of the option as to 9,375 shares (the "2016 Tranche Options"), subject to additional time-based vesting as follows: one-third of the 2016 Tranche Options vested on May 1, 2017, one-third of the 2016 Tranche Options vested on May 1, 2018 and one-third of the 2016 Tranche Options will vest on May 1, 2019, assuming the reporting person remains continuously employed by the Issuer on such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the stock option.

Remarks:
General Counsel and Senior Vice President of Government Affairs

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