SEC Form 4 · accession 0001209191-18-020961
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 19, 2018
Accepted (ET)
Mar 20, 2018 · 6:05 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 19, 2018 | M | 6,753 | $0.00 | A | 31,914 | D | |
| Common StockF2 | Mar 19, 2018 | F | 2,079 | $24.97 | D | 29,835 | 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 19, 2018 | M | 1,050 | D | — | — | Common Stock | 1,050 | 0 | D |
| Restricted Share UnitsF3,F6,F5 | $0.00 | Mar 19, 2018 | M | 1,341 | D | — | — | Common Stock | 1,341 | 1,565 | D |
| Restricted Share UnitsF3,F7,F5 | $0.00 | Mar 19, 2018 | M | 2,500 | D | — | — | Common Stock | 2,500 | 18,750 | D |
| Restricted Share UnitsF3,F8,F5 | $0.00 | Mar 19, 2018 | D | 7,500 | D | — | — | Common Stock | 7,500 | 11,250 | D |
| Restricted Share UnitsF3,F9,F5 | $0.00 | Mar 19, 2018 | M | 1,133 | D | — | — | Common Stock | 1,133 | 3,681 | D |
| Restricted Share UnitsF3,F10,F5 | $0.00 | Mar 19, 2018 | M | 729 | D | — | — | Common Stock | 729 | 4,130 | 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 16, 2018, 20% vest on March 16, 2019, 30% vest on March 16, 2020, and the remaining 35% vest on March 16, 2021.
- 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 11, 2015, 20% vest on March 11, 2016, 30% vest on March 11, 2017, and the remaining 35% vest on March 11, 2018.
- 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 10, 2016, 20% vest on March 10, 2017, 30% vest on March 10, 2018, and the remaining 35% vest on March 10, 2019.
- F7Vesting 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 2017 was partially achieved, resulting in the vesting of 2,500 RSUs.
- F8Represents the forfeiture of performance-based RSUs granted to the reporting person on September 24, 2015, which were eligible to vest based on certain annual financial performance criteria. Based on the financial performance over the applicable performance period, it was determined 2,500 RSUs would vest and 7,500 RSUs would be forfeited. Of the 7,500 RSUs forfeited, 5,000 represented RSUs granted in 2015 which failed to vest based on a performance period in 2016, but which continued to be eligible for vesting based on the achievement of catch-up performance criteria for a performance period in 2017 (as such concept is referenced in Note (7) above). Based on the financial performance over the catch-up performance period in 2017, all 5,000 of these RSUs were forfeited.
- F9The 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.