Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sousa Michael
   2. Issuer Name and Ticker or Trading Symbol
HEALTHSTREAM INC [HSTM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
209 10TH AVE. SOUTH, SUITE 450		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018
(Street)

NASHVILLE, TN 37203		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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               13,830 D  

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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 Underlying Securities
(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 of Derivative Security: 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 Share Units $ 0 (1) 05/15/2018   D     11,250   (2)   (3) Common Stock 11,250 $ 0 0 D  
Restricted Share Units $ 0 (1) 05/15/2018   D     5,000   (4)   (3) Common Stock 5,000 $ 0 0 D  
Restricted Share Units $ 0 (1) 05/15/2018   D     4,250   (5)   (3) Common Stock 4,250 $ 0 0 D  
Restricted Share Units $ 0 (1) 05/15/2018   A   35,000     (6)   (3) Common Stock 35,000 $ 0 35,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sousa Michael
209 10TH AVE. SOUTH
SUITE 450
NASHVILLE, TN 37203		       Senior Vice President  

Signatures

 Michael Sousa   05/17/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.
(2) Represents the cancellation of unvested performance-based RSUs granted to the reporting person on September 24, 2015, which were eligible to vest based on certain annual financial performance criteria for the years ended December 31, 2018 and 2019, as more specifically set forth in the Current Report on Form 8-K filed by HealthStream, Inc. on May 16, 2018.
(3) Not applicable.
(4) Represents the cancellation of unvested performance-based RSUs granted to the reporting person on September 24, 2015, which were eligible to vest based on certain financial performance criteria for the five years ended December 31, 2019, as more specifically set forth in the Current Report on Form 8-K filed by HealthStream, Inc. on May 16, 2018.
(5) Represents the cancellation of unvested performance-based RSUs granted to the reporting person on December 8, 2016, which were eligible to vest based on certain financial performance criteria for the three years ended December 31, 2019, as more specifically set forth in the Current Report on Form 8-K filed by HealthStream, Inc. on May 16, 2018.
(6) 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.

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