Brunecz Sharon Form 4 AMEDISYS / Sharon Brunecz 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Brunecz Sharon

(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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2020

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	02/12/2020		M		4,193	A	$0.00	15,673	D
Common Stock	02/12/2020		M		5,292	A	$0.00	20,965	D
Common Stock	02/12/2020		F		541	D	$198.81	20,424	D
Common Stock	02/12/2020		A		849(1)	A	$0.00	21,273	D
Common Stock								117(2)	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
Restricted Stock Units (Performance-Based Vesting)	(3)	02/12/2020		M			4,193	(3)	(3)	Common Stock	4,193	$0.00	8,386	D
Restricted Stock Unit (Performance-Based Vesting)	(4)	02/12/2020		M			2,656	(4)	(4)	Common Stock	2,656	$0.00	0	D
Stock Option (Right to Buy)	$198.81	02/12/2020		A		2,023		(5)	02/12/2030	Common Stock	2,023	$0.00	2,023	D
Restricted Stock Unit (Performance-Based Vesting)	(6)	02/12/2020		A		1,698		(6)	(6)	Common Stock	1,698	$0.00	1,698	D

Explanation of Responses:

1. The Issuer awarded the Reporting Person 849 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 12, 2021, 2022, 2023 and 2024, 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.

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

3. The RSUs 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 2018 through 2021, respectively, and (ii) additional time-based vesting conditions (2018 Tranche: one-third on each of July 27, 2019, 2020 and 2021; 2019 Tranche: one-third on each of July 27, 2020, 2021 and 2022; 2020 Tranche: one-third on each of July 27, 2021, 2022 and 2023; and 2021 Tranche: one-third on each of July 27, 2022, 2023 and 2024), 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 2019 were met.

4. On February 20, 2019, the Reporting Person was awarded performance-based RSUs with vesting provisions based on certification of achievement of an identified performance measure for 2019, with additional time-based vesting in equal 25% installments on each of the certification date and February 20, 2021, 2022 and 2023, assuming the Reporting Person remains continuously employed on the vesting date. The amount reported in a Form 4 filed on February 22, 2019 was 2,656 RSUs, which was the amount of shares payable at target performance; the Reporting Person was eligible to earn 50%-200% of the amount reported depending on the level of performance achieved. On February 12, 2020, the Compensation Committee of the Issuer's Board of Directors certified achievement of the 2019 performance measure at 199.2%, thereby resulting in the Reporting Person earning 5,292 RSUs, which are reported in Table I.

5. The Stock Options are subject to time-based vesting conditions and will vest in equal, 25% installments on each of February 12, 2021, 2022, 2023 and 2024, 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.

6. The performance-based RSUs will vest based on certification of achievement of an identified performance measure for 2020, with additional time-based vesting in equal 25% installments on each of the certification date and February 12, 2022, 2023 and 2024, 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.

Remarks:

	/s/ Jennifer R. Guckert, pursuant to a power of attorney	02/14/2020
	** 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.