UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
Amendment No. 3
HealthStream Inc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42222N103
(CUSIP Number)
February 14, 2021
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ 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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP No. 42222N103 | 13G | Page 2 of 4 Pages | ||
| Brown Brothers Harriman & Co. |
| 1. | NAMES OF REPORTING PERSONS
13-4973745 |
||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x |
||
| 3. | SEC USE
ONLY |
||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION New York |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 1,705,707 | ||
| 6. | SHARED
VOTING POWER 0 | |||
| 7. | SOLE
DISPOSITIVE POWER 1,705,707 | |||
| 8. | SHARED
DISPOSITIVE POWER 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,705,707 |
||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.38% |
||
| 12. | TYPE OF REPORTING PERSON (see instructions)
BK |
| CUSIP No. 42222N103 | 13G | Page 3 of 4 Pages |
Item 1.
| (a) | Name of Issuer HealthStream Inc | |
| (b) | 209 10th Avenue South Suite 450 Nashville, TN 37203 T: 1-615-301-3100 |
Item 2.
| (a) | Name of Person Filing Brown Brothers Harriman & Co. | |
| (b) | Address of the Principal
Office or, if none, residence New York, NY 10005 | |
| (c) | Citizenship New York | |
| (d) | Title of Class of Securities Common Stock | |
| (e) | CUSIP Number 42222N103 |
| 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) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | x | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 1,705,707 | ||
| (b) | Percent of class: 5.38% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote 1,705,707 | ||
| (ii) | Shared power to vote or to direct the vote 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of 1,705,707 | ||
| (iv) | Shared power to dispose or to direct the disposition of 0 | ||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| 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 ¨.
Instruction. Dissolution of a group requires a response to this item.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
The Shares are held by BBH & Co. To the best of the undersigned's knowledge and belief, no other person has such an economic interest relating to more than 5% of the class reported shares.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
N/A
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
| Item 10. | Certification. |
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 42222N103 | 13G | Page 4 of 4 Pages |
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 | |
/s/ Steve Werber Signature | |
Managing Director, Brown Brothers Harriman Name/Title |