SEC Form 4 · accession 0000899243-19-000573
AMEDISYS INC · AMED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul B. K. Kusserow
Officer — CEO and President · Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 9:05 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 | Jan 2, 2019 | A | 36,819 | $0.00 | A | 48,190 | D | |
| Common Stock | holding | — | — | — | 71,258 | I | By Trust | |
| Common StockF2 | holding | — | — | — | 560 | 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)F3 | $114.78 | Jan 2, 2019 | A | 80,602 | A | — | Jan 2, 2029 | Common Stock | 80,602 | 80,602 | D |
| Restricted Stock UnitsF4 | — | Jan 2, 2019 | A | 73,638 | A | — | — | Common Stock | 73,638 | 73,638 | D |
Explanation of responses
- F1The Issuer awarded the Reporting Person 36,819 time-based Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock, and will vest in equal, one-third installments on each of January 2, 2020, January 2, 2021 and January 2, 2022, provided that, with respect to the vesting date for the first two tranches, the Reporting Person remains continuously employed by the Issuer on each such date, and in the case of the third and final tranche, that the Reporting Person remains continuously employed by the Issuer until December 16, 2021, which is the end of the term (the "Term") as set forth in the Amended and Restated Employment Agreement by and between the Reporting Person and the Issuer dated September 27, 2018 (the "Amended and Restated Employment Agreement"), and subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs.
- F2The information in this report is based on a plan statement dated as of September 30, 2018.
- F3The Stock Options are subject to time-based vesting conditions and will vest in equal, one-third installments on each of January 2, 2020, January 2, 2021 and January 2, 2022, provided that, with respect to the vesting date for the first two tranches, the Reporting Person remains continuously employed by the Issuer on each such date, and in the case of the third and final tranche, that the Reporting Person remains continuously employed by the Issuer until the end of the Term as set forth in the Amended and Restated Employment Agreement, subject to pro-rated vesting provisions as provided in the award agreement for the Stock Options.
- F4The RSUs awarded are subject to performance-based vesting based on achievement of identified performance goals for each of fiscal years 2019 through 2021 and will vest after the end of the Term, immediately upon the date of certification by the Compensation Committee of the Issuer's Board of Directors of the 2021 tranche performance measure, based on the certification by the Compensation Committee of the achievement of the identified performance goals for fiscal years 2019 through 2021, respectively (1/3 of the RSUs will vest based on achievement of the 2019 performance goal, 1/3 of the RSUs will vest based on achievement of the 2020 performance goal, and 1/3 of the RSUs will vest based on achievement of the 2021 performance goal), provided that Mr. Kusserow has not incurred a termination of employment prior to the end of the Term, and subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs.