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^*

North Michael Paul

(Last)

(First)

(Middle)

3854 AMERICAN WAY, SUITE A

(Street)

BATON ROUGE

70816

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2016

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 Information 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	9,375⁽¹⁾⁽²⁾	D
Common Stock	115.3463	I	By 401(k) Plan

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)	⁽³⁾	06/02/2025	Common Stock	22,500	$32.56	D
Stock Option (Right to Buy)	⁽⁴⁾	06/02/2025	Common Stock	5,625	$32.56	D
Stock Option (Right to Buy)	⁽⁵⁾	06/02/2025	Common Stock	5,625	$32.56	D
Stock Option (Right to Buy)	⁽⁶⁾	06/02/2025	Common Stock	5,625	$32.56	D
Stock Option (Right to Buy)	⁽⁷⁾	06/02/2025	Common Stock	5,625	$32.56	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	5,625	⁽⁸⁾	D

Explanation of Responses:

1. Includes (i) 7,500 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, of which 1,875 RSUs vested on June 4, 2016 and the remaining 5,625 RSUs will vest in installments of 1,875 RSUs on each of 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; and (ii) 1,875 RSUs that were subject to performance-based vesting conditions which were met upon the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal year 2015,

2. (Continued from Footnote 1) of which 625 vested on June 4, 2016 and the remaining 1,250 will vest subject to additional time-based vesting conditions (625 each on June 4, 2017 and 2018), 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.

3. The Stock Options are subject to time-based vesting conditions. 5,625 Stock Options vested on June 2, 2016 and the remaining 16,875 Stock Options will vest in installments of 5,625 Stock Options on each of June 2, 2017, June 2, 2018 and June 2, 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.

4. The Stock Options were subject to performance-based vesting conditions which were met upon the certification by the Compensation Committee of the Issuer's Board of Directors of the achievement of identified performance goals for fiscal year 2015. The Stock Options are also subject to additional time-based vesting conditions. 1,875 Stock Options vested on June 2, 2016 and the remaining 3,750 Stock Options will vest on each of June 2, 2017 and 2018, 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 2016 and (ii) additional time-based vesting conditions (one-third on each of June 2, 2017, June 2, 2018 and June 2, 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 (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 (one-third on each of June 2, 2018, June 2, 2019 and June 2, 2020), 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 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 (one-third on each of June 2, 2019, June 2, 2020 and June 2, 2021), 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.

8. The RSUs awarded are subject to performance-based vesting and will vest (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 2016 through 2018, respectively, and (ii) additional time-based vesting conditions (2016 Tranche: one-third on each of June 4, 2017, 2018 and 2019; 2017 Tranche: one-third on each of June 4, 2018, 2019 and 2020; and 2018 Tranche: one-third on each of June 4, 2019, 2020 and 2021), 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:

Exhibit 24.1-Power of Attorney

	/s/ Jennifer R. Guckert, pursuant to a power of attorney	11/14/2016
	** 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).
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