SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HEALTHSTREAM INC [ HSTM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock Holding | 05/25/2023 | M | 3,241(1) | A | $0 | 133,609 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | $0(2) | 05/25/2023 | M(3) | 944 | (3) | (4) | Common Stock | 944 | $0 | 0 | D | ||||
Restricted Share Units | $0(2) | 05/25/2023 | M(5) | 2,297 | (5) | (4) | Common Stock | 2,297 | $0 | 0 | D |
Explanation of Responses: |
1. Shares acquired upon acceleration of the vesting of multiple grants of restricted share units ("RSUs") upon Mr. Shmerling's retirement from service on the Board of Directors ("Board") of HealthStream, Inc. (the "Company"). |
2. Each RSU represents the contingent right to receive one share of common stock upon vesting of the unit. |
3. Reflects an amendment made to the terms of previously granted RSUs to provide for acceleration of the vesting of the unvested RSUs in connection with Mr. Shmerling's retirement from service on the Company's Board. These RSUs were initially subject to a three-year vesting schedule, contingent upon continued service at the time of vesting, and were originally scheduled to vest annually beginning March 17, 2022 in three equal installments. In connection with Mr. Shmerling's decision to retire from service on the Board effective concurrently with the Company's 2023 annual meeting of shareholders, the Company's Compensation Committee approved the accelerated vesting of all unvested RSUs to instead vest concurrent with his retirement as of the annual shareholder meeting date of May 25, 2023. |
4. Not applicable. |
5. Reflects an amendment made to the terms of previously granted RSUs to provide for acceleration of the vesting of the unvested RSUs in connection with Mr. Shmerling's retirement from service on the Company's Board. These RSUs were initially subject to a three-year vesting schedule, contingent upon continued service at the time of vesting, and were originally scheduled to vest annually beginning March 23, 2023 in three equal installments. In connection with Mr. Shmerling's decision to retire from service on the Board effective concurrently with the Company's 2023 annual meeting of shareholders, the Company's Compensation Committee approved the accelerated vesting of all unvested RSUs to instead vest concurrent with his retirement as of the annual shareholder meeting date of May 25, 2023. |
/s/ Michael D. Shmerling | 05/25/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |