SEC Form 4 · accession 0000899243-18-005134
AMEDISYS INC · AMED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott G Ginn
Officer — Chief Financial Officer
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 6:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000896262
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 20, 2018 | M | 1,875 | $0.00 | A | 18,291 | D | |
| Common Stock | Feb 20, 2018 | M | 852 | $0.00 | A | 19,143 | D | |
| Common StockF2 | holding | — | — | — | 2,564 | I | Through 401(k)Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (Performance-Based Vesting)F4,F3 | — | Feb 20, 2018 | M | 1,875 | D | — | — | Common Stock | 1,875 | 1,875 | D |
| Restricted Stock Unit (Performance-Based Vesting)F5 | — | Feb 20, 2018 | M | 852 | D | — | — | Common Stock | 852 | 0 | D |
| Stock Option (Right to Buy)F7,F6 | $27.35 | Feb 20, 2018 | A | 5,625 | A | — | May 1, 2025 | Common Stock | 5,625 | 5,625 | D |
Explanation of responses
- F1Includes 887 shares held in an employee stock purchase plan account.
- F2The information in this report is based on a plan statement dated as of December 31, 2017.
- F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs are subject to performance-based vesting and will vest, if at all, based on (i) the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal years 2015 through 2018, respectively, and (ii) additional time-based vesting conditions (2015 Tranche: approximately one-third on each of June 4, 2016, 2017 and 2018; 2016 Tranche: approximately one-third on each of June 4, 2017, 2018 and 2019; 2017 Tranche: approximately one-third on each of June 4, 2018, 2019 and 2020; and 2018 Tranche: one-third on June 4, 2019, and two-thirds on June 4, 2020), assuming the Reporting Person remains continuously employed by the Issuer on each such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs. The performance criteria for fiscal year 2017 were met.
- F4The number of performance-based vesting RSUs listed in Table II, Column 9 represents the maximum number of shares of common stock the Reporting Person would receive based on the satisfaction of all of the remaining pre-determined performance conditions.
- F5The RSUs are subject to performance-based vesting and will vest (i) on the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal year 2017, and (ii) additional time-based vesting conditions and will vest in equal, 25% installments on each of July 19, 2018, July 19, 2019, July 19, 2020 and July 19, 2021, assuming the Reporting Person remains continuously employed by the Issuer on each such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs. The performance criteria for fiscal year 2017 were met.
- F6The option is subject to time-based vesting conditions and vests in three equal annual installments on each of the following dates: May 1, 2018; May 1, 2019; and May 1, 2020.
- F7On May 1, 2015, the Reporting Person was granted an option to purchase 22,500 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 and is subject to additional time-based vesting conditions, with each annual performance tranche vesting in three equal annual installments (other than the 2018 Tranche, which vests in two installments of one third and two-thirds, respectively). The performance criteria for 2017 were met, resulting in vesting of the option as to 5,625 shares (subject to the additional time-based vesting conditions noted in footnote 6 above).