Michael D. Shmerling - May 25, 2023 Form 4 Insider Report for HEALTHSTREAM INC (HSTM)

Role: Director
Signature: /s/ Michael D. Shmerling
Stock symbol: HSTM
Transactions as of: May 25, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/25/2023, 09:36 PM
Previous filing: Apr 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	+3.24K	+2.49%	$0.00	134K	May 25, 2023	Direct	F1

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	Options Exercise	$0	-944	-100%	$0.00^*	0	May 25, 2023	Common Stock	944	$0.00	Direct	F2, F3, F4
transaction	HSTM	Restricted Share Units	Options Exercise	$0	-2.3K	-100%	$0.00^*	0	May 25, 2023	Common Stock	2.3K	$0.00	Direct	F2, F4, F5

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

Michael D. Shmerling is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Shares acquired upon acceleration of the vesting of multiple grants of restricted share units ("RSUs") upon Mr. Shmerling's retirement from service on the Board of Directors ("Board") of HealthStream, Inc. (the "Company").
F2	Each RSU represents the contingent right to receive one share of common stock upon vesting of the unit.
F3	Reflects an amendment made to the terms of previously granted RSUs to provide for acceleration of the vesting of the unvested RSUs in connection with Mr. Shmerling's retirement from service on the Company's Board. These RSUs were initially subject to a three-year vesting schedule, contingent upon continued service at the time of vesting, and were originally scheduled to vest annually beginning March 17, 2022 in three equal installments. In connection with Mr. Shmerling's decision to retire from service on the Board effective concurrently with the Company's 2023 annual meeting of shareholders, the Company's Compensation Committee approved the accelerated vesting of all unvested RSUs to instead vest concurrent with his retirement as of the annual shareholder meeting date of May 25, 2023.
F4	Not applicable.
F5	Reflects an amendment made to the terms of previously granted RSUs to provide for acceleration of the vesting of the unvested RSUs in connection with Mr. Shmerling's retirement from service on the Company's Board. These RSUs were initially subject to a three-year vesting schedule, contingent upon continued service at the time of vesting, and were originally scheduled to vest annually beginning March 23, 2023 in three equal installments. In connection with Mr. Shmerling's decision to retire from service on the Board effective concurrently with the Company's 2023 annual meeting of shareholders, the Company's Compensation Committee approved the accelerated vesting of all unvested RSUs to instead vest concurrent with his retirement as of the annual shareholder meeting date of May 25, 2023.