Sec Form 4 Filing - FRIST ROBERT A JR @ HEALTHSTREAM INC - 2024-03-25

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 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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1. Name and Address of Reporting Person FRIST ROBERT A JR 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 (Last) (First) (Middle) 500 11TH AVENUE NORTH, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2024 (Street) NASHVILLE, TN37203 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/25/2024 M 5,443 ( 1 ) A $ 0 4,753,015 D Common Stock Holding 03/25/2024 F 1,326 ( 2 ) D $ 26.43 4,751,689 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 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 595,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ( 3 ) 03/25/2024 M 2,005 ( 4 ) ( 5 ) Common Stock 2,005 $ 0 0 D Restricted Share Units $ 0 ( 3 ) 03/25/2024 M 1,715 ( 6 ) ( 5 ) Common Stock 1,715 $ 0 2,001 D Restricted Share Units $ 0 ( 3 ) 03/25/2024 M 1,294 ( 7 ) ( 5 ) Common Stock 1,294 $ 0 4,206 D Restricted Share Units $ 0 ( 3 ) 03/25/2024 M 429 ( 8 ) ( 5 ) Common Stock 429 $ 0 2,428 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRIST ROBERT A JR 500 11TH AVENUE NORTH SUITE 1000 NASHVILLE, TN37203 X X CEO and Chairman Signatures /s/ Robert A. Frist, Jr. 03/25/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired on vesting of restricted share units. ( 2 )Shares withheld for payment of tax liability. ( 3 )Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. ( 4 )The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 11, 2021, 20% vest on March 11, 2022, 30% vest on March 11, 2023, and the remaining 35% vest on March 11, 2024. ( 5 )Not applicable. ( 6 )The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 17, 2022, 20% vest on March 17, 2023, 30% vest on March 17, 2024, and the remaining 35% vest on March 17, 2025. ( < /a>7 )The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 23, 2023, 20% vest on March 23, 2024, 30% vest on March 23, 2025, and the remaining 35% vest on March 23, 2026. ( 8 )The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on March 22, 2024, 20% vest on March 22, 2025, 30% vest on March 22, 2026, and the remaining 35% vest on March 22, 2027.

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).

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