HealthStream (NASDAQ: HSTM) CEO makes 8,500-share stock gift

Rhea-AI Filing Summary

HealthStream Inc. director, CEO and Chairman Robert A. Frist Jr. reported a bona fide gift of 8,500 shares of common stock on January 3, 2024. The gift was made at a reported price of $0.00 per share, reflecting a transfer rather than a sale.

After this gift, Frist directly beneficially owned 4,048,052 shares of HealthStream common stock. The filing also lists additional shares held indirectly through various family and estate planning trusts, including 10,000 shares in the Carolyn Marie Frist 2005 Vested Trust and 995,000 shares in the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust.

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)
01/03/2024

4. If Amendment, Date of 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

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	01/03/2024		G		8,500	D	$0	4,048,052(1)	D
Common Stock Holding								10,000	I	The Carolyn Marie Frist 2005 Vested Trust
Common Stock Holding								10,000	I	The Cate Merriman Frist 2005 Vested Trust
Common Stock Holding								10,000	I	The Eleanor Knox Frist 2005 Vested Trust
Common Stock Holding								0	I	By grantor retained annuity trust (1)
Common Stock Holding								18,335	I	Louise Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Merriman Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Marie Trust u/a/d 08-16-2007
Common Stock Holding								18,334	I	Knox Trust u/a/d 08-16-2007
Common Stock Holding								995,000	I	Bobby and Melissa Frist Children's 2012 GST-Exempt Trust

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

Remarks:

This Form 4 is being filed late due to the fact that the transfer by gift reported herein, which was not previously known due to an administrative error, recently came to the attention of the issuer and the reporting person.

	/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 insider transaction did HSTM CEO Robert A. Frist Jr. report?

Robert A. Frist Jr. reported a bona fide gift of 8,500 HealthStream common shares. The transaction occurred on January 3, 2024 at a reported price of $0.00 per share, indicating a transfer of ownership rather than an open-market sale.

How many HSTM shares does Robert A. Frist Jr. hold directly after this filing?

After the reported gift, Robert A. Frist Jr. directly beneficially owned 4,048,052 HealthStream common shares. This direct holding figure is as of the January 3, 2024 transaction date disclosed in the Form 4, separate from his various indirect trust holdings.

Was the HSTM insider transaction a sale or a gift of shares?

The Form 4 describes the transaction as a bona fide gift of 8,500 shares. It uses transaction code G and reports a price of $0.00 per share, signaling a charitable or personal transfer rather than a market sale for cash proceeds.

What indirect HSTM holdings linked to Robert A. Frist Jr. are disclosed?

The filing lists indirect ownership through several trusts, including 10,000 shares in the Carolyn Marie Frist 2005 Vested Trust and 995,000 shares in the Bobby and Melissa Frist Children's 2012 GST-Exempt Trust, along with additional family trusts each holding 10,000–18,334 shares.

Does the HSTM CEO still have significant ownership after gifting shares?

Yes. Following the 8,500-share gift, Robert A. Frist Jr. directly holds 4,048,052 shares. The Form 4 also identifies substantial indirect positions via multiple family and grantor trusts, indicating continued large beneficial exposure to HealthStream equity.

What does transaction code G mean in the HSTM Form 4 filing?

Transaction code G in the Form 4 denotes a bona fide gift of securities. In this case, it reflects Robert A. Frist Jr.’s transfer of 8,500 HealthStream common shares at a reported price of $0.00, rather than a purchase or sale on the open market.