HealthStream, Inc.

500 11th Avenue North, Suite 1000

Nashville, TN 37203

 

May 3, 2022

 

Via EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

 

Re:

HealthStream, Inc. Registration Statement on Form S-3 File No. 333-263949

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, HealthStream, Inc. (the “Company”) hereby requests that the effective date of Registration Statement on Form S-3 (File No. 333-263949) be accelerated to 4:00 p.m., Eastern Time, on Thursday, May 5, 2022, or as soon as practicable thereafter.

 

In connection with the request, the Company hereby acknowledges:

 

●

should the United States Securities and Exchange Commission (the “Commission”) or the Staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

●

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

●

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Please contact Kevin Douglas at (615) 742-7767 with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted. Thank you for your continued assistance.

 

Very truly yours,

 

HealthStream, Inc.

 

 

/s/ Michael M. Collier                                             

 

Michael M. Collier

Executive Vice President, Corporate Strategy & Development