Senior Vice President Mcquigg Michael Scott converted options into 6,556 units of Common Stock Holding and covered exercise/tax liability with 1,597 units of Common Stock Holding, increasing direct ownership by 22% to 27,931 units (SEC Form 4)
$HSTM
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| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HEALTHSTREAM INC [ HSTM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Holding | 03/28/2025 | M | 6,556(1) | A | $0 | 29,528 | D | |||
| Common Stock Holding | 03/28/2025 | F | 1,597(2) | D | $31.9 | 27,931 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(3) | 03/28/2025 | M | 1,825 | (4) | (5) | Common Stock | 1,825 | $0 | 0 | D | ||||
| Restricted Share Units | $0(3) | 03/28/2025 | M | 1,477 | (6) | (5) | Common Stock | 1,477 | $0 | 1,722 | D | ||||
| Restricted Share Units | $0(3) | 03/28/2025 | M | 457 | (7) | (5) | Common Stock | 457 | $0 | 1,486 | D | ||||
| Restricted Share Units | $0(3) | 03/28/2025 | M | 336 | (8) | (5) | Common Stock | 336 | $0 | 1,904 | D | ||||
| Restricted Share Units | $0(3) | 03/28/2025 | M | 2,461 | (9) | (5) | Common Stock | 2,461 | $0 | 5,536 | 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 RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 17, 2022, 20% vest on March 17, 2023, 30% vest on March 17, 2024, and the remaining 35% vest on March 17, 2025. |
| 5. Not applicable. |
| 6. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026. |
| 7. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 22, 2024, 20% vest on March 22, 2025, 30% vest on March 22, 2026, and the remaining 35% vest on March 22, 2027. |
| 8. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 20, 2025, 20% vest on March 20, 2026, 30% vest on March 20, 2027, and the remaining 35% vest on March 20, 2028. |
| 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. 15% vest on March 23, 2023 for the period January 1, 2022 through December 31, 2022; 20% vest on March 23, 2024 for the period January 1, 2023 through December 31, 2023; 20% vest on March 23, 2025 for the period January 1, 2024 through December 31, 2024; 20% vest on March 23, 2026 for the period January 1, 2025 through December 31, 2025; and 25% vest on March 23, 2027 for the period January 1, 2026 through December 31, 2026. Vesting is determined based on actual performance. The performance criteria for the period January 1, 2024 through December 31, 2024 was achieved; therefore 20% of the awards vested on March 23, 2025. |
| /s/ M. Scott McQuigg | 03/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||