HEALTHSTREAM INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On March 13, 2020, the Company announced a share repurchase program authorized by the Company’s Board of Directors under which the Company may purchase up to $30.0 million of its common stock. Pursuant to this authorization, repurchases have been made, and may continue to be made from time to time, in the open market through privately negotiated transactions or otherwise, including under a Rule 105b-1 plan, which permits shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws in accordance with specific prearranged terms related to timing, price, and volume (among others), without further direction from the Company. Under this program, during the first nine months of 2020 the Company repurchased 762,843 shares at an aggregate fair value of $16.3 million, reflecting an average price per share of $21.42 (excluding the cost of broker commissions). In addition, any future repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors. The share repurchase program will terminate on the earlier of March 12, 2021 or when the maximum dollar amount has been expended. The table below sets forth activity under the stock repurchase plan for the three months ended September 30, 2020. Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (1) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs Month #1 (July 1 - July 31) — $ — — $ — Month #2 (August 1 - August 31) — — — — Month #3 (September 1 - September 30) 318,902 19.87 318,902 13,663,393 Total 318,902 $ 19.87 318,902 $ 13,663,393 (1) The weighted average price paid per share of common stock does not include the cost of broker commissions. 30 Item 6. Exhibits (a) Exhibits 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.1 INS Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.1 SCH Inline XBRL Taxonomy Extension Schema Document 101.1 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.1 DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.1 LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.1 PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, has been formatted in Inline XBRL 31 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HEALTHSTREAM, INC. October 29, 2020 By: /s/ Scott A. Roberts Scott A. Roberts Chief Financial Officer 32