HealthStream, Inc.
HEALTHSTREAM INC (Form: 4, Received: 03/21/2016 17:37:43)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sousa Michael
2. Issuer Name and Ticker or Trading Symbol

HEALTHSTREAM INC [ HSTM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President
(Last)          (First)          (Middle)

209 10TH AVE. SOUTH, SUITE 450
3. Date of Earliest Transaction (MM/DD/YYYY)

3/17/2016
(Street)

NASHVILLE, TN 37203
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/18/2016     M    7457   (1) A $0.00   24987   D    
Common Stock   3/18/2016     F    2368   (2) D $20.20   22619   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Share Units   $0.00   (3) 3/18/2016     M         1313    3/18/2016   (4)   (5) Common Stock   1313   $0.00   0   D    
Restricted Share Units   $0.00   (3) 3/18/2016     M         1124    3/18/2016   (6)   (5) Common Stock   1124   $0.00   1313   D    
Restricted Share Units   $0.00   (3) 3/18/2016     M         600    3/11/2016   (7)   (5) Common Stock   600   $0.00   1950   D    
Restricted Share Units   $0.00   (3) 3/18/2016     M         670    3/10/2016   (8)   (5) Common Stock   670   $0.00   3800   D    
Restricted Share Units   $0.00   (3) 3/18/2016     M         3750    3/15/2016   (9)   (5) Common Stock   3750   $0.00   21250   D    
Restricted Share Units   $0.00   (3) 3/17/2016     A      5663         (10)   (5) Common Stock   5663   $0.00   5663   D    

Explanation of Responses:
( 1)  Shares acquired on vesting of restricted share units.
( 2)  Shares withheld for payment of tax liability.
( 3)  Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
( 4)  The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 18, 2013, 20% vest on March 18, 2014, 30% vest on March 18, 2015, and the remaining 35% vest on March 18, 2016.
( 5)  Not applicable.
( 6)  The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 18, 2014, 20% vest on March 18, 2015, 30% vest on March 18, 2016, and the remaining 35% vest on March 18, 2017.
( 7)  The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 11, 2015, 20% vest on March 11, 2016, 30% vest on March 11, 2017, and the remaining 35% vest on March 11, 2018.
( 8)  The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 10, 2016, 20% vest on March 10, 2017, 30% vest on March 10, 2018, and the remaining 35% vest on March 10, 2019.
( 9)  Vesting of these RSUs is contingent upon continued service at the time of vesting and the achievement of certain performance criteria. The performance criteria will be established on an annual basis by the Compensation Committee of the Board of Directors. Up to 15% vest on March 15, 2016 for the period January 1, 2015 through December 31, 2015; up to 20% vest on March 15, 2017 for the period January 1, 2016 through December 31, 2016; up to 20% vest on March 15, 2018 for the period January 1, 2017 through December 31, 2017; up to 20% vest on March 15, 2019 for the period January 1, 2018 through December 31, 2018; and up to 25% vest on March 15, 2020 for the period January 1, 2019 through December 31, 2019. Vesting will be 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 2015 was met, resulting in 3,750 RSUs earned.
( 10)  The RSU's are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 17, 2017, 20% vest on March 17, 2018, 30% vest on March 17, 2019, and the remaining 35% vest on March 17, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sousa Michael
209 10TH AVE. SOUTH
SUITE 450
NASHVILLE, TN 37203


Senior Vice President

Signatures
Michael Sousa 3/21/2016
** Signature of Reporting Person Date


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