HealthStream (HSTM) CEO Frist amends filing to report 10,500-share stock gift

Rhea-AI Filing Summary

HEALTHSTREAM INC director and CEO Robert A. Frist Jr. filed an amended insider report to correct a previously disclosed stock gift. The amendment clarifies that 10,500 shares of common stock were transferred as a bona fide gift on the reported date, rather than 8,500 shares as initially reported. The transaction carried a stated price of $0.0000 per share, consistent with a non-cash charitable or personal gift. Following this correction, Frist is shown as directly beneficially owning 4,048,052 shares of HealthStream common stock.

SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FRIST ROBERT A JR

(Last) (First) (Middle)

500 11TH AVENUE NORTH

SUITE 1000

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHSTREAM INC [ HSTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/13/2023

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 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 Holding	12/12/2023		G		10,500(1)	D	$0	4,048,052(2)	D

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

Explanation of Responses:

1. The original Form 4, filed December 13, 2023, is being amended by this Form 4 Amendment solely to correct an administrative error, which incorrectly reported 8,500 shares were transferred by gift, while the correct amount is 10,500.

2. Reflects the amount of securities directly beneficially owned by the reporting person as of the date hereof.

	/s/ Robert A. Frist, Jr.	02/27/2026
	** 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.

FAQ

What did HealthStream (HSTM) CEO Robert A. Frist Jr. report in this Form 4/A?

Robert A. Frist Jr. reported an amended insider transaction showing a bona fide gift of 10,500 HealthStream common shares. The amendment corrects an earlier filing that understated the gifted amount as 8,500 shares.

Why was this HealthStream (HSTM) Form 4/A filed as an amendment?

The filing amends a prior Form 4 to fix an administrative error in the reported gift size. The original report showed 8,500 shares transferred by gift, while the correct amount, now disclosed, is 10,500 shares.

How many HealthStream (HSTM) shares did Robert A. Frist Jr. gift?

He gifted 10,500 shares of HealthStream common stock in a bona fide gift transaction. This replaces the previously reported 8,500-share figure and accurately reflects the transferred amount on the transaction date.

Was the HealthStream (HSTM) insider stock transfer a sale for cash?

No, the transaction was reported as a bona fide gift with a stated price of $0.0000 per share. This indicates a non-cash transfer rather than an open-market sale generating cash proceeds.

How many HealthStream (HSTM) shares does Robert A. Frist Jr. own after the gift?

After the 10,500-share gift, Robert A. Frist Jr. is reported as directly beneficially owning 4,048,052 shares of HealthStream common stock. This figure reflects his direct holdings as of the amendment date.

Does this HealthStream (HSTM) Form 4/A indicate buying or selling activity?

The Form 4/A shows a disposition classified as a bona fide gift, not a market sale or purchase. It represents a non-cash transfer of 10,500 shares away from the insider’s direct holdings.