X0306 4 2018-05-15 0 0001095565 HEALTHSTREAM INC HSTM 0001249921 PEARSON J EDWARD 209 10TH AVE. SOUTH SUITE 450 NASHVILLE TN 37203 0 1 0 0 President and COO Common Stock 154193 D Restricted Share Units 0.00 2018-05-15 4 A 0 35000 0.00 A Common Stock 35000 35000 D Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. 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 10% vest on March 15, 2019 for the period January 1, 2018 through December 31, 2018; up to 15% vest on March 15, 2020 for the period January 1, 2019 through December 31, 2019; up to 20% vest on March 15, 2021 for the period January 1, 2020 through December 31, 2020; up to 25% vest on March 15, 2022 for the period January 1, 2021 through December 31, 2021; and up to 30% vest on March 15, 2023 for the period January 1, 2022 through December 31, 2022. Vesting will be determined based on actual performance. RSUs that do not vest during a performance period may become eligible for vesting during the next performance period. Not applicable. J. Edward Pearson 2018-05-17