J. Edward Pearson - Mar 23, 2023 Form 4 Insider Report for HEALTHSTREAM INC (HSTM)

Role: President and COO
Signature: /s/ J. Edward Pearson
Stock symbol: HSTM
Transactions as of: Mar 23, 2023
Transactions value $: -$102,270
Form type: 4
Date filed: 3/24/2023, 04:26 PM
Previous filing: Oct 28, 2022
Next filing: Apr 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HSTM	Common Stock Holding	Options Exercise	$0	+16K	+8.5%	$0.00	204K	Mar 23, 2023	Direct	F1
transaction	HSTM	Common Stock Holding	Tax liability	-$102K	-3.9K	-1.91%	$26.25	200K	Mar 23, 2023	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	-10.5K	-100%	$0.00^*	0	Mar 23, 2023	Common Stock	10.5K	$0.00	Direct	F3, F4, F5
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-1.67K	-100%	$0.00^*	0	Mar 23, 2023	Common Stock	1.67K	$0.00	Direct	F3, F5, F6
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-1.72K	-46.16%	$0.00	2.01K	Mar 23, 2023	Common Stock	1.72K	$0.00	Direct	F3, F5, F7
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-1.14K	-23.52%	$0.00	3.72K	Mar 23, 2023	Common Stock	1.14K	$0.00	Direct	F3, F5, F8
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-971	-15.01%	$0.00	5.5K	Mar 23, 2023	Common Stock	971	$0.00	Direct	F3, F5, F9

* 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	Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria 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 through December 31, 2018; up to 15% vest on March 15, 2020 for the period January 1, 2019 through December 31, 2019; up to 20% vest on March 15, 2021 for the period January 1, 2020 through December 31, 2020; up to 25% vest on March 15, 2022 for the period January 1, 2021 through December 31, 2021; and up to 30% vest on March 15, 2023 for the period January 1, 2022 through December 31, 2022. Vesting is determined based on actual performance. The performance criteria for the period January 1, 2022 through December 31, 2022 was achieved; therefore 35% of the awards vested on March 15, 2023.
F5	Not applicable.
F6	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.
F7	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.
F8	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.
F9	The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026.