David B. Pearce Form 4/A AMEDISYS / David B. Pearce 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^*

Pearce David B.

(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)
Chief Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/22/2016

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	07/20/2016		A		7,603(1)(2)	A	$0.00	7,603(1)	D

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)	$52.61	07/20/2016		A		14,635(1)		(3)	07/20/2026	Common Stock	14,635(1)	$0.00	14,635(1)	D
Restricted Stock Units	(4)	07/20/2016		A		22,809(1)		(4)	(4)	Common Stock	22,809(1)	$0.00	22,809(1)	D

Explanation of Responses:

1. This amendment is filed to correct the number of shares of time-based Restricted Stock Units ("RSUs"), stock options and performance-based RSUs acquired by the reporting person on July 20, 2016 and reported in the Form 4 filed July 22, 2016.

2. The Issuer awarded the Reporting Person 7,603 shares of time-based 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 July 20, 2017, July 20, 2018, July 20, 2019 and July 20, 2020, 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.

3. The Stock Options are subject to time-based vesting conditions and will vest in equal, 25% installments on each of July 20, 2017, July 20, 2018, July 20, 2019 and July 20, 2020, 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.

4. The 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 years 2016 through 2019, respectively, and (ii) additional time-based vesting conditions (2016 Tranche: one-third on each of July 20, 2017, 2018 and 2019; 2017 Tranche: one-third on each of July 20, 2018, 2019 and 2020; 2018 Tranche: one-third on each of July 20, 2019, 2020 and 2021; 2019 Tranche: one-third on each of July 20, 2020, 2021 and 2022), 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.

Remarks:

	/s/ Jennifer R. Guckert, pursuant to a power of attorney	07/25/2016
	** 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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