SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pernosky Lawrence R

(Last)

(First)

(Middle)

5959 S. SHERWOOD FOREST BLVD.

(Street)

BATON ROUGE

70816

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2016

3. Issuer Name and Ticker or Trading Symbol
AMEDISYS INC [ AMED ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Human Resources Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	05/01/2025	Common Stock	45,000	$27.35	D
Stock Option (Right to Buy)	⁽³⁾	05/01/2025	Common Stock	11,250	$27.35	D
Stock Option (Right to Buy)	⁽⁴⁾	05/01/2025	Common Stock	11,250	$27.35	D
Stock Option (Right to Buy)	⁽⁵⁾	05/01/2025	Common Stock	11,250	$27.35	D
Stock Option (Right to Buy)	⁽⁶⁾	05/01/2025	Common Stock	11,250	$27.35	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	15,000	⁽⁷⁾	D

Explanation of Responses:

1. Includes 15,000 shares of time-based Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock, and will vest in equal, 25% installments on each of June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019, provided that the Reporting Person remains continuously employed by the Issuer on each such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs.

2. The Stock Options are subject to time-based vesting conditions and will vest in equal, 25% installments on each of May 1, 2016, May 1, 2017, May 1, 2018 and May 1, 2019, provided that the Reporting Person remains continuously employed by the issuer on each such date, subject to pro-rated vesting provisions as provided in the award agreement for the Stock Options.

3. The Stock Options are subject to performance-based vesting conditions and will vest, if at all, based on (i) the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal year 2015 and (ii) additional time-based vesting conditions (2,813 on May 1, 2016, 2,813 on May 1, 2017, 2,812 on May 1, 2018 and 2,812 on May 1, 2019), assuming the Reporting Person remains continuously employed by the Issuer on such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the Stock Options.

4. The Stock Options are subject to performance-based vesting conditions and will vest, if at all, based on (i) the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal year 2016 and (ii) additional time-based vesting conditions (one-third on each of May 1, 2017, May 1, 2018 and May 1, 2019), assuming the Reporting Person remains continuously employed by the Issuer on such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the Stock Options.

5. The Stock Options are subject to performance-based vesting conditions and will vest, if at all, based on (i) the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal year 2017 and (ii) additional time-based vesting conditions (50% on each of May 1, 2018 and May 1, 2019), assuming the Reporting Person remains continuously employed by the Issuer on such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the Stock Options.

6. The Stock Options are subject to performance-based vesting conditions and will vest, if at all, based on the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal year 2018 and (ii) additional time-based vesting conditions, and will vest on May 1, 2019, assuming the Reporting Person remains continuously employed by the Issuer on such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the Stock Options.

7. The RSUs awarded are subject to performance-based vesting and will vest, if at all, (i) on the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal years 2015 through 2018, respectively, and (ii) additional time-based vesting conditions (2015 Tranche: 25% on each of May 1, 2016, 2017, 2018 and 2019; 2016 Tranche: one-third on each of May 1, 2017, 2018 and 2019; 2017 Tranche: 50% on each of May 1, 2018 and 2019; and 2018 Tranche: 100% on May 1, 2019), assuming the Reporting Person remains continuously employed by the Issuer on each such date, subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs.

Remarks:

	/s/ Jennifer R. Guckert, pursuant to a power of attorney	05/02/2016
	** 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 5 (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.
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