Scott Fenstermacher - Mar 22, 2023 Form 4 Insider Report for HEALTHSTREAM INC (HSTM)

Role: Senior Vice President
Signature: /s/ Scott Fenstermacher
Stock symbol: HSTM
Transactions as of: Mar 22, 2023
Transactions value $: -$45,281
Form type: 4
Date filed: 3/24/2023, 04:14 PM
Previous filing: Feb 24, 2023
Next filing: Sep 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HSTM	Common Stock Holding	Options Exercise	$0	+5.06K	+81.4%	$0.00	11.3K	Mar 23, 2023	Direct	F1
transaction	HSTM	Common Stock Holding	Tax liability	-$45.3K	-1.73K	-15.29%	$26.25	9.56K	Mar 23, 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HSTM	Restricted Share Units	Award	$0	+1.71K		$0.00	1.71K	Mar 22, 2023	Common Stock	1.71K	$0.00	Direct	F3, F4, F5
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-862	-100%	$0.00^*	0	Mar 23, 2023	Common Stock	862	$0.00	Direct	F3, F5, F6
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-1.02K	-46.15%	$0.00	1.19K	Mar 23, 2023	Common Stock	1.02K	$0.00	Direct	F3, F5, F7
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-782	-23.53%	$0.00	2.54K	Mar 23, 2023	Common Stock	782	$0.00	Direct	F3, F5, F8
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-554	-15.01%	$0.00	3.14K	Mar 23, 2023	Common Stock	554	$0.00	Direct	F3, F5, F9
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-1.85K	-15%	$0.00	10.5K	Mar 23, 2023	Common Stock	1.85K	$0.00	Direct	F3, F5, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares acquired on vesting of restricted share units.
F2	Shares withheld for payment of tax liability.
F3	Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
F4	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.
F5	Not applicable.
F6	The RSUs 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.
F7	The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 11, 2021, 20% vest on March 11, 2022, 30% vest on March 11, 2023, and the remaining 35% vest on March 11, 2024.
F8	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.
F9	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.
F10	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. Up to 15% vest on March 23, 2023 for the period January 1, 2022 through December 31, 2022; up to 20% vest on March 23, 2024 for the period January 1, 2023 through December 31, 2023; up to 20% vest on March 23, 2025 for the period January 1, 2024 through December 31, 2024; up to 20% vest on March 23, 2026 for the period January 1, 2025 through December 31, 2025; and up to 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, 2022 through December 31, 2022 was achieved; therefore 15% of the awards vested on March 23, 2023.