SEC Form 4 · accession 0000899243-19-004594
AMEDISYS INC · AMED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Gerard
Officer — Chief Operating Officer
Period of report
Feb 20, 2019
Accepted (ET)
Feb 22, 2019 · 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 Stock | Feb 20, 2019 | M | 8,091 | $0.00 | A | 26,932 | D | |
| Common Stock | Feb 20, 2019 | F | 1,062 | $127.11 | D | 25,870 | D | |
| Common StockF1 | Feb 20, 2019 | A | 2,361 | $0.00 | A | 28,231 | D | |
| Common StockF2 | holding | — | — | — | 219 | 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 UnitsF3 | — | Feb 20, 2019 | M | 8,091 | D | — | — | Common Stock | 8,091 | 16,180 | D |
| Stock Option (Right to Buy)F4 | $127.11 | Feb 20, 2019 | A | 5,152 | A | — | Feb 20, 2029 | Common Stock | 5,152 | 5,152 | D |
| Restricted Stock UnitsF5 | — | Feb 20, 2019 | A | 4,721 | A | — | — | Common Stock | 4,721 | 4,721 | D |
Explanation of responses
- F1The Issuer awarded the Reporting Person 2,361 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, 25% installments on each of February 20, 2020, 2021, 2022 and 2023, provided that 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.
- F2The information in this report is based on a plan statement dated as of December 31, 2018.
- F3The 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 years 2017 through 2020, respectively, and (ii) additional time-based vesting conditions (2017 Tranche: one-third on each of January 20, 2018, 2019 and 2020; 2018 Tranche: one-third on each of January 20, 2019, 2020 and 2021; 2019 Tranche: one-third on January 20, 2020, and two-thirds on January 20, 2021; 2020 Tranche: all on January 20, 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 2018 were met.
- F4The Stock Options are subject to time-based vesting conditions and will vest in equal, 25% installments on each of February 20, 2020, 2021, 2022 and 2023, provided that the Reporting Person remains continuously employed by the Issuer on each such date, subject to pro-rated vesting provisions as provided in the award agreement for the Stock Options.
- F5The performance-based RSUs will vest based on certification of achievement of an identified performance measure for 2019, with additional time-based vesting in equal 25% installments on each of February 20, 2020, 2021, 2022 and 2023, assuming the Reporting Person remains continuously employed on the vesting date. The amount reported represents the amount of shares payable at target performance; the Reporting Person could earn 50%-200% of the amount reported depending on the level of performance achieved.