| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMEDISYS INC [ AMED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/08/2017 | M | 8,876 | A | $27.35 | 30,093 | D | |||
| Common Stock | 05/08/2017 | S | 12,281 | D | $58.65(1) | 17,812 | D | |||
| Common Stock | 05/09/2017 | M | 11,500 | A | $27.35 | 29,312 | D | |||
| Common Stock | 05/09/2017 | S | 10,900 | D | $58.75(2) | 18,412 | D | |||
| Common Stock | 05/09/2017 | S | 600 | D | $59.25(3) | 17,812 | D | |||
| Common Stock | 05/10/2017 | M | 2,124 | A | $27.35 | 19,936 | D | |||
| Common Stock | 05/10/2017 | M | 5,626 | A | $27.35 | 25,562 | D | |||
| Common Stock | 05/10/2017 | M | 3,750 | A | $27.35 | 29,312 | D | |||
| Common Stock | 05/10/2017 | S | 11,300 | D | $58.99(4) | 18,012 | D | |||
| Common Stock | 05/10/2017 | S | 200 | D | $57.83(5) | 17,812 | D | |||
| Common Stock | 05/08/2017 | S | 214.9897 | D | $58.45 | 0 | I | Through 401(k) Plan | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $27.35 | 05/08/2017 | M | 8,876 | (6) | 05/01/2025 | Common Stock | 8,876 | $0.00 | 36,124(6) | D | ||||
| Stock Option (Right to Buy) | $27.35 | 05/09/2017 | M | 11,500 | (6) | 05/01/2025 | Common Stock | 11,500 | $0.00 | 24,624(6) | D | ||||
| Stock Option (Right to Buy) | $27.35 | 05/10/2017 | M | 2,124 | (6) | 05/01/2025 | Common Stock | 2,124 | $0.00 | 22,500(6) | D | ||||
| Stock Option (Right to Buy) | $27.35 | 05/10/2017 | M | 5,626 | (7) | 05/01/2025 | Common Stock | 5,626 | $0.00 | 5,624(7) | D | ||||
| Stock Option (Right to Buy) | $27.35 | 05/10/2017 | M | 3,750 | (8) | 05/01/2025 | Common Stock | 3,750 | $0.00 | 7,500(8) | D | ||||
| Explanation of Responses: |
| 1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.30 to $59.06, inclusive. The reporting person undertakes to provide to Amedisys, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), and (5) to this Form 4. |
| 2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.20 to $59.01, inclusive. |
| 3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.22 to $59.29, inclusive. |
| 4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.62 to $59.27, inclusive. |
| 5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.70 to $57.96, inclusive. |
| 6. The reporting person was granted 45,000 time-based stock options (the "Time-Based Stock Options") on May 1, 2015. The Time-Based Stock Options are subject to time-based vesting conditions. The Time-Based Stock Options vested in equal, 25% installments on each of May 1, 2016 and May 1, 2017 and will vest in equal, 25% installments on each of 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 Time-Based Stock Options. |
| 7. On May 1, 2015, the reporting person was granted 11,250 performance-based stock options (the "2015 Tranche Stock Options") that were subject to achievement of identified performance goals for fiscal year 2015, which the Compensation Committee of the Issuer's Board of Directors has certified as achieved. The 2015 Tranche Stock Options are subject to additional time-based vesting conditions (2,813 vested on May 1, 2016, 2,813 vested on May 1, 2017, 2,812 will vest on May 1, 2018 and 2,812 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 2015 Tranche Stock Options. |
| 8. On May 1, 2015, the reporting person was granted 11,250 performance-based stock options (the "2016 Tranche Stock Options") that were subject to achievement of identified performance goals for fiscal year 2016, which the Compensation Committee of the Issuer's Board of Directors has certified as achieved. The 2016 Tranche Stock Options are subject to additional time-based vesting conditions (one-third vested on May 1, 2017, and one-third will vest 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 2016 Tranche Stock Options. |
| Remarks: |
| /s/ David L. Kemmerly, pursuant to a power of attorney | 05/10/2017 | |
| ** 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 4 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||