SEC Form 4 · accession 0000899243-19-004599
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, 2019
Accepted (ET)
Feb 22, 2019 · 9:01 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 | 1,875 | $0.00 | A | 14,649 | D | |
| Common StockF1 | Feb 20, 2019 | M | 7,107 | $0.00 | A | 21,756 | D | |
| Common StockF1 | Feb 20, 2019 | F | 826 | $127.11 | D | 20,930 | D | |
| Common StockF2,F1 | Feb 20, 2019 | A | 1,967 | $0.00 | A | 22,897 | D | |
| Common StockF3 | holding | — | — | — | 2,669 | 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 | — | Feb 20, 2019 | M | 1,875 | D | — | — | Common Stock | 1,875 | 0 | D |
| Restricted Stock Unit (Performance-Based Vesting)F5 | — | Feb 20, 2019 | M | 7,107 | D | — | — | Common Stock | 7,107 | 0 | D |
| Stock Option (Right to Buy)F7,F6 | $27.35 | Feb 20, 2019 | A | 5,625 | A | — | May 1, 2025 | Common Stock | 5,625 | 5,625 | D |
| Stock Option (Right to Buy)F8 | $127.11 | Feb 20, 2019 | A | 4,294 | A | — | Feb 20, 2029 | Common Stock | 4,294 | 4,294 | D |
| Restricted Stock Unit (Performance-Based Vesting)F9 | — | Feb 20, 2019 | A | 3,934 | A | — | — | Common Stock | 3,934 | 3,934 | D |
Explanation of responses
- F1Includes 887 shares held in an employee stock purchase plan account.
- F2The Issuer awarded the Reporting Person 1,967 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.
- F4Each 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 2018 were met.
- F5The RSUs awarded 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 2018, and (ii) satisfaction of the following additional time-based vesting conditions: 25% of the RSUs will vest immediately upon the Compensation Committee's certification of achievement of the performance goals, and the remaining 75% of the RSUs will vest in equal installments on each of October 18, 2019, October 18, 2020 and October 18, 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.
- F6The option is subject to time-based vesting conditions and vests in installments of one third on May 1, 2019 and two-thirds on 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 2018 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).
- F8The 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.
- F9The 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.