Kemmerly David L Form 4 AMEDISYS / David L Kemmerly ownership change

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^*

Kemmerly David L

(Last) (First) (Middle)

3854 AMERICAN WAY, SUITE A

(Street)

BATON ROUGE LA 70816

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMEDISYS INC [ AMED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	05/30/2019		M		3,750	A	$27.35	26,274(1)	D
Common Stock	05/30/2019		M		1,250	A	$27.35	27,524(1)	D
Common Stock	05/30/2019		S		5,000	D	$113.48(2)	22,524(1)	D
Common Stock								445(3)	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
Stock Option (right to buy)	$27.35	05/30/2019		M			3,750	(4)	05/01/2025	Common Stock	3,750	$0.00	18,750(4)	D
Stock Option (right to buy)	$27.35	05/30/2019		M			1,250	(5)	05/01/2025	Common Stock	1,250	$0.00	1,875(5)	D

Explanation of Responses:

1. The total amount of shares beneficially owned includes 219 shares held in an employee stock purchase plan account.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.32 to $113.60, inclusive. The reporting person undertakes to provide to Amedisys, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. The information in this report is based on a plan statement dated as of March 31, 2019.

4. On May 1, 2015, the reporting person was granted an option to purchase 37,500 shares of common stock. The options are subject to time-based vesting conditions. 18,750 of the options vested on May 1, 2019, and the remaining 18,750 options will vest on May 1, 2020, provided that the reporting person remains continuously employed by the Issuer on such date, subject to pro-rated vesting provisions as provided in the award agreement for the options. After the transaction being reported herein, the reporting person has exercised all 18,750 of the vested options.

5. On May 1, 2015, the reporting person was granted an option to purchase 37,500 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. The performance criteria for 2016 were met, resulting in vesting of the option as to 9,375 shares (the "2016 Tranche Options"), subject to additional time-based vesting as follows: one-third of the 2016 Tranche Options vested on May 1, 2017, one-third of the 2016 Tranche Options vested on May 1, 2018 and one-third of the 2016 Tranche Options vested on May 1, 2019. After the transaction being reported herein, the reporting person has exercised 7,500 of the 2016 Tranche Options.

Remarks:

General Counsel and Senior Vice President of Government Affairs

	/s/ Jennifer R. Guckert, pursuant to a power of attorney	06/03/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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