SEC Form 4 · accession 0000899243-18-028631
AMEDISYS INC · AMED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Kemmerly
Officer — See Remarks
Period of report
Nov 7, 2018
Accepted (ET)
Nov 9, 2018 · 9:00 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 | Nov 7, 2018 | M | 3,375 | $27.35 | A | 21,427 | D | |
| Common StockF2,F1 | Nov 7, 2018 | S | 3,375 | $117.44 | D | 18,052 | D | |
| Common StockF1 | Nov 9, 2018 | M | 3,125 | $27.35 | A | 21,177 | D | |
| Common StockF3,F1 | Nov 9, 2018 | S | 2,720 | $120.31 | D | 18,457 | D | |
| Common StockF4,F1 | Nov 9, 2018 | S | 405 | $121.11 | D | 18,052 | D | |
| Common StockF5 | holding | — | — | — | 446 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F6 | $27.35 | Nov 7, 2018 | M | 3,375 | D | May 1, 2018 | May 1, 2025 | Common Stock | 3,375 | 0 | D |
| Stock Option (right to buy)F7 | $27.35 | Nov 9, 2018 | M | 3,125 | D | May 1, 2017 | May 1, 2025 | Common Stock | 3,125 | 6,250 | D |
Explanation of responses
- F1The total amount of shares beneficially owned includes 200 shares held in an employee stock purchase plan account.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.92 to $117.74, 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.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.99 to $120.97, 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.
- F4The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.99 to $121.36, 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 (4) to this Form 4.
- F5The information in this report is based on a plan statement dated as of September 30, 2018.
- F6On 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 2015 were met, resulting in vesting of the option as to 9,375 shares (the "2015 Tranche Options"), subject to additional time-based vesting as follows: one-third of the 2015 Tranche Options vested on May 1, 2016, one-third of the 2015 Tranche Options vested on May 1, 2017 and one-third of the 2015 Tranche Options vested on May 1, 2018.
- F7On 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 Options.
Remarks
General Counsel and Senior Vice President of Government Affairs