SEC Form 4 · accession 0001209191-16-109816
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
Mar 17, 2016
Accepted (ET)
Mar 21, 2016 · 5:36 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 StockF1 | Mar 18, 2016 | M | 7,457 | $0.00 | A | 24,987 | D | |
| Common StockF2 | Mar 18, 2016 | F | 2,368 | $20.20 | D | 22,619 | 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 UnitsF3,F4,F5 | $0.00 | Mar 18, 2016 | M | 1,313 | D | Mar 18, 2016 | — | Common Stock | 1,313 | 0 | D |
| Restricted Share UnitsF3,F6,F5 | $0.00 | Mar 18, 2016 | M | 1,124 | D | Mar 18, 2016 | — | Common Stock | 1,124 | 1,313 | D |
| Restricted Share UnitsF3,F7,F5 | $0.00 | Mar 18, 2016 | M | 600 | D | Mar 11, 2016 | — | Common Stock | 600 | 1,950 | D |
| Restricted Share UnitsF3,F8,F5 | $0.00 | Mar 18, 2016 | M | 670 | D | Mar 10, 2016 | — | Common Stock | 670 | 3,800 | D |
| Restricted Share UnitsF3,F9,F5 | $0.00 | Mar 18, 2016 | M | 3,750 | D | Mar 15, 2016 | — | Common Stock | 3,750 | 21,250 | D |
| Restricted Share UnitsF3,F10,F5 | $0.00 | Mar 17, 2016 | A | 5,663 | A | — | — | Common Stock | 5,663 | 5,663 | D |
Explanation of responses
- F1Shares acquired on vesting of restricted share units.
- F10The 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.
- F2Shares withheld for payment of tax liability.
- F3Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
- F4The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 18, 2013, 20% vest on March 18, 2014, 30% vest on March 18, 2015, and the remaining 35% vest on March 18, 2016.
- F5Not applicable.
- F6The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 18, 2014, 20% vest on March 18, 2015, 30% vest on March 18, 2016, and the remaining 35% vest on March 18, 2017.
- F7The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 11, 2015, 20% vest on March 11, 2016, 30% vest on March 11, 2017, and the remaining 35% vest on March 11, 2018.
- F8The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 10, 2016, 20% vest on March 10, 2017, 30% vest on March 10, 2018, and the remaining 35% vest on March 10, 2019.
- F9Vesting 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 next performance period. The performance criteria for 2015 was met, resulting in 3,750 RSUs earned.