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* Sousa Michael (Last) (First) (Middle) 500 11TH AVENUE NORTH SUITE 1000 (Street) NASHVILLE TN 37203 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 03/17/2020
	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	03/17/2020		M		13,970(1)	A	$0.00	31,388	D
Common Stock	03/17/2020		F		4,049(2)	D	$23.04	27,339	D

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 Share Units	$0.00(3)	03/17/2020		M			1,982	(4)	(5)	Common Stock	1,982	$0.00	0	D
Restricted Share Units	$0.00(3)	03/17/2020		M			1,458	(6)	(5)	Common Stock	1,458	$0.00	1,700	D
Restricted Share Units	$0.00(3)	03/17/2020		M			1,065	(7)	(5)	Common Stock	1,065	$0.00	3,461	D
Restricted Share Units	$0.00(3)	03/17/2020		M			5,250	(8)	(5)	Common Stock	5,250	$0.00	29,750	D
Restricted Share Units	$0.00(3)	03/17/2020		M			3,500	(9)	(5)	Common Stock	3,500	$0.00	26,250	D
Restricted Share Units	$0.00(3)	03/17/2020		M			715	(10)	(5)	Common Stock	715	$0.00	4,049	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 17, 2017, 20% vest on March 17, 2018, 30% vest on March 17, 2019, and the remaining 35% vest on March 17, 2020.

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 16, 2018, 20% vest on March 16, 2019, 30% vest on March 16, 2020, and the remaining 35% vest on March 16, 2021.

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 15, 2019, 20% vest on March 15, 2020, 30% vest on March 15, 2021, and the remaining 35% vest on March 15, 2022.

8. 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 Jan 1, 2018 - Dec 31, 2018; up to 15% vest on March 15, 2020 for the period Jan 1, 2019 - Dec 31, 2019; up to 20% vest on March 15, 2021 for the period Jan 1, 2020 - Dec 31, 2020; up to 25% vest on March 15, 2022 for the period Jan 1, 2021 - Dec 31, 2021; and up to 30% vest on March 15, 2023 for the period Jan 1, 2022 - Dec 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 Jan 1, 2019 - Dec 31, 2019 was achieved; therefore 15% of the awards vested on March 15, 2020.

9. Represents RSUs granted in 2018 which failed to vest based on a performance period in 2018, but which continued to be eligible for vesting based on the achievement of catch-up performance criteria for a performance period in 2019 (as such concept is referenced in Note (8) above). Based on the achievement of the financial performance over the catch-up performance period in 2019, all 3,500 of these RSUs became vested.

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 15, 2020, 20% vest on March 15, 2021, 30% vest on March 15, 2022, and the remaining 35% vest on March 15, 2023.

Remarks:

	Michael Sousa	03/18/2020
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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