Michael Sousa - Mar 17, 2022 Form 4 Insider Report for HEALTHSTREAM INC (HSTM)

Role: Senior Vice President
Signature: /s/ Michael Sousa
Stock symbol: HSTM
Transactions as of: Mar 17, 2022
Transactions value $: -$121,295
Form type: 4
Date filed: 3/18/2022, 04:25 PM
Next filing: May 31, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HSTM	Common Stock Holding	Options Exercise	$0	+21K	+68.3%	$0.00	51.9K	Mar 17, 2022	Direct	F1
transaction	HSTM	Common Stock Holding	Tax liability	-$121K	-6.08K	-11.73%	$19.94	45.8K	Mar 17, 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-1.86K	-100%	$0.00^*	0	Mar 17, 2022	Common Stock	1.86K	$0.00	Direct	F3, F4, F5
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-8.75K	-33.33%	$0.00	17.5K	Mar 17, 2022	Common Stock	8.75K	$0.00	Direct	F3, F5, F6
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-7K	-40%	$0.00	10.5K	Mar 17, 2022	Common Stock	7K	$0.00	Direct	F3, F5, F7
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-1.43K	-46.17%	$0.00	1.67K	Mar 17, 2022	Common Stock	1.43K	$0.00	Direct	F3, F5, F8
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-1.15K	-23.53%	$0.00	3.72K	Mar 17, 2022	Common Stock	1.15K	$0.00	Direct	F3, F5, F9
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-858	-15.01%	$0.00	4.86K	Mar 17, 2022	Common Stock	858	$0.00	Direct	F3, F5, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares acquired on vesting of restricted share units.
F2	Shares withheld for payment of tax liability.
F3	Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
F4	The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 15, 2019, 20% vest on March 15, 2020, 30% vest on March 15, 2021, and the remaining 35% vest on March 15, 2022.
F5	Not applicable.
F6	Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria, which are established on an annual basis by the Compensation Committee of the Board of Directors. Up to 10% vest on March 15, 2019 for the period January 1, 2018 - December 31, 2018; up to 15% vest on March 15, 2020 for the period January 1, 2019 - December 31, 2019; up to 20% vest on March 15, 2021 for the period January 1, 2020 - December 31, 2020; up to 25% vest on March 15, 2022 for the period January 1, 2021 - December 31, 2021; and up to 30% vest on March 15, 2023 for the period January 1, 2022 - December 31, 2022. Vesting is determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the next performance period. The performance criteria for the period January 1, 2021 - December 31, 2021 was achieved; therefore 25% of the awards vested on March 15, 2022.
F7	Represents RSUs granted in 2018 which failed to vest based on a performance period in 2020, but which continued to be eligible for vesting based on the achievement of catch-up performance criteria for a performance period in 2021 (as such concept is referenced in Note (6) above). Based on the achievement of the financial performance over the catch-up performance period in 2021, all 7,000 of these RSUs became vested.
F8	The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 15, 2020, 20% vest on March 15, 2021, 30% vest on March 15, 2022, and the remaining 35% vest on March 15, 2023.
F9	The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 11, 2021, 20% vest on March 11, 2022, 30% vest on March 11, 2023, and the remaining 35% vest on March 11, 2024.
F10	The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 17, 2022, 20% vest on March 17, 2023, 30% vest on March 17, 2024, and the remaining 35% vest on March 17, 2025.