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 |
| |||||||||||||||
| 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)
| 2. Issuer Name and Ticker or Trading Symbol AMEDISYS INC [ AMED ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 02/20/2018 | M | 18,750 | A | $0.00 | 97,401 | D | |||
| Common Stock | 02/20/2018 | F | 7,393 | D | $56.87 | 90,008 | D | |||
| Common Stock | 452(1) | I | Through 401(k) Plan | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Performance-Based Restricted Shares | (2) | 02/20/2018 | M | 18,750 | (2) | (2) | Common Stock | 18,750 | $0.00 | 18,750(2) | D | ||||
| Stock Option (Right to Buy) | $26.78 | 02/20/2018 | A | 62,500 | 02/20/2018 | 03/31/2025 | Common Stock | 62,500 | $0.00 | 187,500(3) | D | ||||
| Explanation of Responses: |
| 1. The information in this report is based on a plan statement dated as of December 31, 2017. |
| 2. Each performance-based restricted share represents a contingent right to receive one share of unrestricted common stock. The performance-based restricted shares shall vest, if at all, based on the certification by the Comensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal years 2015 through 2018, respectively (subject to certain pro-rated vesting provisions as provided in the award agreement for the performance-based restricted shares). The performance criteria for fiscal year 2017 were met. The number of performance-based restricted shares listed in Table II, Column 9 represents the maximum number of shares of unrestricted common stock the Reporting Person would receive based on the satisfaction of all of the remaining pre-determined performance goals. |
| 3. On March 31, 2015, the reporting person was granted an option to purchase 250,000 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. The performance criteria for 2017 were met, resulting in vesting of the option as to 62,500 shares. |
| Remarks: |
| /s/ Jennifer R. Guckert, pursuant to a power of attorney | 02/22/2018 | |
| ** 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. | ||