UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
|
HealthStream,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, no par value per share
|
|
(Title
of Class of Securities)
|
|
42222N103
|
|
(CUSIP
Number)
|
|
December
31, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(c)
x Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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 control
number.
Page 1 of
11
| CUSIP No. 42222N103 |
13G
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
905,721
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
905,721
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,721
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.19%
|
|
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
Page 2 of
11
| CUSIP No. 42222N103 |
13G
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Venture Capital III, Inc.
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
905,721
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
905,721
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,721
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.19%
|
|
|
12.
|
TYPE
OF REPORTING PERSON
CO,
IA
|
Page 3 of
11
| CUSIP No. 42222N103 |
13G
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Venture Partners III, L.L.C.
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
905,721
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
905,721
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,721
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.19%
|
|
|
12.
|
TYPE
OF REPORTING PERSON
OO,
IA
|
Page 4 of
11
| CUSIP No. 42222N103 |
13G
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Venture Partners III, L.P.
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
750,968
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
750,968
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,968
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.48%
|
|
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
Page 5 of
11
| CUSIP No. 42222N103 |
13G
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Venture Investors III,
L.P.
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
72,109
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
72,109
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,109
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.33%
|
|
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
Page 6 of
11
| CUSIP No. 42222N103 |
13G
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The
Morgan Stanley Venture Partners Entrepreneur Fund,
L.P.
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
32,844
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
32,844
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,844
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.15%
|
|
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
Page 7 of
11
Item
1.
(a)
Name of Issuer
HealthStream,
Inc.
(b)
Address of Issuer’s Principal Executive Offices
209 10th
Avenue South, Suite 450
Nashville,
Tennessee 37203
Item
2.
(a) Name
of Person Filing
This
statement is filed jointly on behalf of the persons identified
below. In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), each person filing this
statement acknowledges that it is responsible for the completeness and accuracy
of the information concerning that person but is not responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Morgan
Stanley (“MS”)
Morgan
Stanley Venture Capital III, Inc. (“MSVC III, Inc.”)
Morgan
Stanley Venture Partners III, L.L.C. (“MSVP III, L.L.C.”)
Morgan
Stanley Venture Partners III, L.P. (“MSVP III, L.P.”)
Morgan
Stanley Venture Investors III, L.P. (“MSVI III, L.P.”)
The
Morgan Stanley Venture Partners Entrepreneur Fund, L.P. (the “Entrepreneur
Fund”)
(b) Address
of Principal Business Office or, if none, Residence
The
address of the principal business office of MS, MSVC III, Inc., MSVP III,
L.L.C., MSVP III, L.P., MSVI III, L.P. and the Entrepreneur Fund
is:
1585 Broadway
New York, New York
10036
(c) Citizenship
The
citizenship of MS, MSVC III, Inc., MSVP III, L.L.C., MSVP III, L.P., MSVI III,
L.P. and the Entrepreneur Fund is Delaware.
(d) Title
of Class of Securities
Common
Stock, no par value per share (“the Shares”)
(e) CUSIP
Number
42222N103
Page 8 of
11
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
|
|
(e)
|
o
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.
1813);
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act 0f 1940 (15
U.S.C. 80a-3);
|
|
(j)
|
o
|
A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
|
|
Item
4.
|
Ownership
|
The
filing of this statement should not be construed as an admission by any person
that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act,
the beneficial owner of any securities covered by this statement, other than the
securities set forth on such person’s Cover Page to this Schedule
13G.
|
|
(a)
|
Amount beneficially owned:
|
As of
December 31, 2009: (i) MSVP III, L.P. owned directly 750,968 Shares; (ii) MSVI
III, L.P. owned directly 72,109 Shares; (iii) the Entrepreneur Fund owned
directly 32,844 Shares; and (iv) MSVP III, L.L.C. owned directly options to
acquire 49,800 Shares.
MSVP III,
L.L.C is the general partner of MSVP III, L.P., MSVI III, L.P. and the
Entrepreneur Fund (collectively, the “Funds”), and, as such, has the power to
vote or direct the vote and to dispose or direct the disposition of all of the
Shares held by the Funds. MSVC III, Inc. is the institutional managing member of
MSVP III, L.L.C., and, as such, shares, together with the remaining managing
members, the power to direct the actions of MSVP III, L.L.C. MS, as the sole
shareholder of MSVC III, Inc., controls the actions of MSVC III, Inc. Therefore,
MSVP III, L.L.C., MSVC III, Inc. and MS each may be deemed to have beneficial
ownership of the 855,921 Shares held collectively by the Funds and the options
to acquire 49,800 Shares.
MS is
filing solely in its capacity as parent company of, and indirect beneficial
owner of securities held by, one of its business units.
Page 9 of
11
|
|
(b)
|
Percent
of class:
|
|
|
See
item 11 on Cover Pages to this Schedule
13G.
|
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the
vote
|
|
|
See
item 5 on Cover Pages to this Schedule
13G.
|
|
(ii)
|
Shared
power to vote or to direct the
vote
|
|
|
See
item 6 on Cover Pages to this Schedule
13G.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
|
|
See
item 7 on Cover Pages to this Schedule
13G.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
|
|
See
item 8 on Cover Pages to this Schedule
13G.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following. x
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
|
Item
10.
|
Certification
|
|
|
Not
applicable.
|
Page 10
of 11
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: January
27, 2010
| Signature: | /s/ Debra Abramovitz |
|
By:
Debra Abramovitz, as authorized signatory for MSVP III, L.L.C. and MSVC
III, Inc. and as the institutional managing member of the general partner
of each of MSVP III, L.P., MSVI III, L.P. and the Entrepreneur
Fund
|
|
| Signature: | /s/ Christopher L. O’Dell |
|
By:
Christopher L. O’Dell, as authorized signatory of Morgan
Stanley
|
Page 11 of 11
EXHIBIT
1
Joint
Filing Agreement
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, each of the persons named below agrees to the joint filing of a
Statement on Schedule 13G (including amendments thereto) with respect to the
common stock, no par value per share, of HealthStream, Inc., a Tennessee
corporation, and further agrees that this Joint Filing Agreement be included as
an exhibit to such filings provided that, as contemplated by Section
13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate.
In
evidence thereof, the undersigned, being duly authorized, hereby execute this
Agreement this January 27, 2010.
This
Schedule may be executed in two or more counterparts, any one of which need not
contain the signature of more than one party, but all such parties taken
together will constitute part of this Schedule.
|
(1)
|
Morgan
Stanley (“MS”)
|
|
|
1585
Broadway
|
||
|
New
York, New York 10036
|
||
|
(2)
|
Morgan
Stanley Venture Capital III, Inc. (“MSVC III, Inc.”)
|
|
|
1585
Broadway
|
||
|
New
York, New York 10036
|
||
|
(3)
|
Morgan
Stanley Venture Partners III, L.L.C. (“MSVP III,
L.L.C.”)
|
|
|
1585
Broadway
|
||
|
New
York, New York 10036
|
||
|
(4)
|
Morgan
Stanley Venture Partners III, L.P. (“MSVP III, L.P.”)
|
|
|
1585
Broadway
|
||
|
New
York, New York 10036
|
||
|
(5)
|
Morgan
Stanley Venture Investors III, L.P. (“MSVI III, L.P.”)
|
|
|
1585
Broadway
|
||
|
New
York, New York 10036
|
||
|
(6)
|
The
Morgan Stanley Venture Partners Entrepreneur Fund, L.P. (the“Entrepreneur
Fund”)
|
|
|
1585
Broadway
|
||
|
New
York, New York 10036
|
Issuer
& Ticker Symbol: HealthStream, Inc. (HSTM)
Date of
Event Requiring Statement: 12/31/2009
| Signature: | /s/ Debra Abramovitz |
|
By:
Debra Abramovitz, as authorized signatory for MSVP III, L.L.C. and MSVC
III, Inc. and as the institutional managing member of the general partner
of each of MSVP III, L.P., MSVI III, L.P. and the Entrepreneur
Fund
|
|
| Signature: | /s/ Christopher L. O’Dell |
|
By:
Christopher L. O’Dell, as authorized signatory of Morgan
Stanley
|
2
`