SEC Filing | Health Catalyst, Inc.

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SEC FORM 4 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).

1. Name and Address of Reporting Person^*

Freeman Kevin Lee

(Last)

(First)

(Middle)

C/O HEALTH CATALYST, INC.

10897 SOUTH RIVER FRONT PARKWAY, #300

(Street)

SOUTH JORDAN

84095

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Health Catalyst, Inc. [ HCAT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2023		F⁽¹⁾		1,569	D	$14.2886	177,846	D
Common Stock	03/01/2023		A		1,819⁽²⁾	A	$0.00	179,665	D
Common Stock	03/01/2023		A		1,264⁽³⁾	A	$0.00	180,929	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Issuer's Restricted Stock Units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. Represents an award of 1,819 performance-based restricted units ("PRSUs") pursuant to the Issuer's 2019 Stock Option and Incentive Plan (the "2019 Plan"). Each PRSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the terms of the 2019 Plan and Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2022, the PRSUs noted above vested on March 1, 2023.

3. Represents an award of 1,264 PRSUs pursuant to the 2019 Plan. Each PRSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the terms of the 2019 Plan and Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2022, 25% of the PRSUs noted above vested on March 1, 2023 and, thereafter, the remaining 75% of the PRSUs will vest in 12 equal quarterly installments.

Remarks:

	/s/Daniel Orenstein, as Attorney-in-Fact	03/03/2023
	** 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.

POWER OF ATTORNEY
       Know all by these presents, that the undersigned hereby constitutes and
 appoints each of Daniel Orenstein, B. Hunt and Jason Alger, signing singly,
 the undersigned's true and lawful attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's
	capacity as an officer and/or director of Health Catalyst, Inc.
	(the company), (i) Form ID, including any attached documents, to effect the
	assignment of codes to the undersigned to be used in the transmission of
	information to the United States Securities and Exchange Commission using
	the EDGAR System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule
	13G and (v) amendments of each thereof, in accordance with Section 16(a) of
	the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(2)	do and perform any and all acts for and on behalf of the undersigned which
	may be necessary or desirable to complete and execute any such Form 3, 4 or
	5, Schedule 13D. Schedule 13G or any amendments thereto and timely file such
	form with the United States Securities and Exchange Commission and any stock
	exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with the
	foregoing which, in the opinion of such attorney-in-fact, may be of benefit
	to, in the best interest of, or legally required by, the undersigned, it
	being understood that the documents executed by such attorney-in-fact on
	behalf of the undersigned pursuant to this Power of Attorney shall be in such
	form and shall contain such terms and conditions as such attorney-in-fact may
	approve in such attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G
of the Securities Exchange Act of 1934, as amended. The undersigned hereby
agrees to indemnify the attorney-in-fact and the Company from and against any
demand, damage, loss, cost or expense arising from any false or misleading
information provided by the undersigned to the attorney-in-fact.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.  This Power of Attorney may be
filed with the United States Securities and Exchange Commission as a
confirming statement of the authority granted herein. This Power of Attorney
supersedes any prior power of attorney in connection with the undersigned's
capacity as an officer and/or director of the Company.  This Power of Attorney
shall expire as to any individual attorney-in-fact if such attorney-in-fact
ceases to be an executive officer of the Company.


       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of August, 2022.
/s/Kevin Freeman
Name: Kevin Freeman