SEC Form 4 · accession 0000899243-19-004596
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
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 StockF1 | Feb 20, 2019 | M | 3,125 | $0.00 | A | 21,187 | D | |
| Common StockF2,F1 | Feb 20, 2019 | A | 1,328 | $0.00 | A | 22,515 | D | |
| Common StockF3 | holding | — | — | — | 445 | 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 UnitsF4 | — | Feb 20, 2019 | M | 3,125 | D | — | — | Common Stock | 3,125 | 0 | D |
| Stock Option (Right to Buy)F5 | $27.35 | Feb 20, 2019 | A | 9,375 | A | — | May 1, 2025 | Common Stock | 9,375 | 9,375 | D |
| Stock Option (Right to Buy)F6 | $127.11 | Feb 20, 2019 | A | 2,898 | A | — | Feb 20, 2029 | Common Stock | 2,898 | 2,898 | D |
| Restricted Stock UnitsF7 | — | Feb 20, 2019 | A | 2,656 | A | — | — | Common Stock | 2,656 | 2,656 | D |
Explanation of responses
- F1Includes 210 shares held in an employee stock purchase plan account.
- F2The Issuer awarded the Reporting Person 1,328 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.
- F3The information in this report is based on a plan statement dated as of December 31, 2018.
- F4The 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 2015 through 2018, respectively, and (ii) additional time-based vesting conditions (2015 Tranche: one-third on each of June 4, 2016, 2017 and 2018; 2016 Tranche: one-third on each of June 4, 2017, 2018 and 2019; 2017 Tranche: 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 2018 were met.
- F5The performance-based vesting conditions of certain Stock Options reported on a Form 3 filed on May 2, 2016 were satisfied based on the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal year 2018. The Stock Options are subject to additional time-based vesting conditions (one-third on May 1, 2019, and two-thirds on May 1, 2020), 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.
- F6The 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.
- F7The 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.
Remarks
General Counsel and Senior Vice President of Government Affairs