SEC Form 4 · accession 0001209191-15-072321
HEALTHSTREAM INC · HSTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Sousa
Officer — Senior Vice President
Period of report
Sep 24, 2015
Accepted (ET)
Sep 28, 2015 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001095565
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 27,530 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF1,F2,F3 | $0.00 | Sep 24, 2015 | A | 25,000 | A | — | — | Common Stock | 25,000 | 0 | D |
| Restricted Share UnitsF1,F4,F3 | $0.00 | Sep 24, 2015 | A | 5,000 | A | — | — | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
- F2Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria will be established on an annual basis by the Compensation Committee of the Board of Directors. Up to 15% vest on March 15, 2016 for the period January 1, 2015 through December 31, 2015; up to 20% vest on March 15, 2017 for the period January 1, 2016 through December 31, 2016; up to 20% vest on March 15, 2018 for the period January 1, 2017 through December 31, 2017; up to 20% vest on March 15, 2019 for the period January 1, 2018 through December 31, 2018; and up to 25% vest on March 15, 2020 for the period January 1, 2019 through December 31, 2019. Vesting will be determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the subsequent performance period.
- F3Not applicable.
- F4100% of these RSUs vest on March 15, 2020, contingent upon continued service at the time of vesting and the achievement of certain performance criteria for the period January 1, 2015 through December 31, 2019, as established by the Compensation Committee of the Board of Directors.