| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
AMEDISYS INC [ AMED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 02/17/2021 | M | 8,090 | A | $0 | 30,218 | D | |||
| Common Stock | 02/17/2021 | M | 6,036(1) | A | $0 | 36,254 | D | |||
| Common Stock | 02/17/2021 | F | 3,184 | D | $295.2 | 33,070 | D | |||
| Common Stock | 02/17/2021 | F | 595 | D | $295.2 | 32,475 | D | |||
| Common Stock | 02/17/2021 | A | 1,525(2) | A | $0 | 34,000 | D | |||
| Common Stock | 02/17/2021 | A | 10,163(3) | A | $0 | 44,163 | D | |||
| Common Stock | 279(4) | I | Through 401(k) Plan | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Restricted Stock Units | (5) | 02/17/2021 | M | 8,090 | (5) | (5) | Common Stock | 8,090 | $0 | 0 | D | ||||
| Restricted Stock Unit (Performance-Based Vesting) | (1) | 02/17/2021 | M | 3,018 | (1) | (1) | Common Stock | 3,018 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $295.2 | 02/17/2021 | A | 3,840 | (6) | 02/17/2031 | Common Stock | 3,840 | $0 | 3,840 | D | ||||
| Restricted Share Units (Performance-Based Vesting) | (7) | 02/17/2021 | A | 3,049 | (7) | (7) | Common Stock | 3,049 | $0 | 3,049 | D | ||||
| Explanation of Responses: |
| 1. On February 12, 2020, the Reporting Person was awarded performance-based Restricted Stock Units ("RSUs") with vesting provisions based on certification of achievement of an identified performance measure for 2020, with additional time-based vesting in equal 25% installments on each of the certification date and February 20, 2022, 2023 and 2024, assuming the Reporting Person remains continuously employed on the vesting date. The amount reported in a Form 4 filed on February 14, 2020 was 3,018 RSUs, which was the amount of shares payable at target performance; the Reporting Person was eligible to earn 50%-200% of the amount reported depending on the level of performance achieved. On February 17, 2021, the Compensation Committee of the Issuer's Board of Directors certified achievement of the 2020 performance measure at 200%, thereby resulting in the Reporting Person earning 6,036 RSUs, which are reported in Table I. |
| 2. The Issuer awarded the Reporting Person 1,525 time-based 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 February 20, 2022, 2023, 2024 and 2025, 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. |
| 3. The Issuer awarded the Reporting Person 10,163 time-based RSUs, each of which represents a contingent right to receive one share of the Issuer's common stock, and will vest in equal, 50% installments on each of February 20, 2024 and February 20, 2025, 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. |
| 4. The information in this report is based on a plan statement dated as of December 31, 2020. |
| 5. The RSUs 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 2017 through 2020, respectively, and (ii) additional time-based vesting conditions (2017 Tranche: one-third on each of January 20, 2018, 2019 and 2020; 2018 Tranche: one-third on each of January 20, 2019, 2020 and 2021; 2019 Tranche: one-third on January 20, 2020, and two-thirds on January 20, 2021; 2020 Tranche: all on January 20, 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. The performance criteria for fiscal year 2020 were met. |
| 6. The Stock Options are subject to time-based vesting conditions and will vest in equal, 25% installments on each of February 20, 2022, 2023, 2024 and 2025, 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. |
| 7. The performance-based RSUs will vest based on certification of achievement of an identified performance measure for 2021, with additional time-based vesting in equal 25% installments on each of the certification date and February 20, 2023, 2024 and 2025, assuming the Reporting Person remains continuously employed on the vesting date. The amount reported represents the amount of shares payable at target performance; the Reporting Person could earn 50%-200% of the amount reported depending on the level of performance achieved. |
| Remarks: |
| /s/ Jennifer R. Guckert, pursuant to a power of attorney | 02/19/2021 | |
| ** 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. | ||