SEC Form 4 · accession 0001209191-19-018374

· NTRI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael P. Monahan

Officer — Chief Financial Officer

Period of report

Mar 8, 2019

Accepted (ET)

Mar 11, 2019 · 2:56 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001096376

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2,F3,F4	Mar 8, 2019	D	110,625	—	D	0	D
Common Stock^F5,F6	Mar 8, 2019	A	6,259	—	A	6,259	D
Common Stock^F7,F8	Mar 8, 2019	A	20,202	—	A	20,202	D
Common Stock^F7,F8	Mar 8, 2019	A	19,924	—	A	19,924	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option to Purchase Common Stock^F6	$20.94	Mar 8, 2019	D	6,259	D	Jan 4, 2019	Jan 4, 2023	Common Stock	6,259	D
Performance-Based Restricted Stock Units^F8,F3,F4	—	Mar 8, 2019	D	20,202	D	—	—	Common Stock	20,202	D
Performance-Based Restricted Stock Units^F8,F3,F4	—	Mar 8, 2019	D	19,924	D	—	—	Common Stock	19,924	D

Explanation of responses

F1This amount includes 10,202 shares of Issuer Common Stock subject to restricted stock awards that, subject to the terms of the Issuer's Amended and Restated 2008 Long-Term Incentive Plan, as amended (the "Plan") and the applicable award agreement issued thereunder, were previously granted to the Reporting Person and, as of the Effective Time, were converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4.
F2This amount includes 21,368 shares of Issuer Common Stock subject to PRSUs that, subject to the terms of the Plan and the applicable award agreement issued thereunder, were previously granted to the Reporting Person and, as of the Effective Time, were converted into the right to receive an amount of time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4.
F3As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated December 9, 2018, by and among the Issuer, Tivity Health, Inc. ("Tivity Health"), and Sweet Acquisition Sub Inc., a wholly owned subsidiary of Tivity Health (the "Merger Agreement"), (i) each share of the Issuer's common stock, $0.001 par value per share ("Issuer Common Stock") held by the Reporting Person was converted into the right to receive (a) $38.75 in cash and (b) 0.2141 shares of Tivity Health common stock, par value $0.001 per share ("Tivity Health Common Stock"), plus cash in lieu of a fractional share of Tivity Health Common Stock; (ii) each option to purchase Issuer Common Stock held by the Reporting Person was cancelled and converted into the right to receive, in respect of each Net Option Share (as defined in the Merger Agreement) subject to each option, an amount in cash equal to the Merger Consideration Value (as defined in the Merger Agreement);
F4Cont'd from Footnote 1: (iii) each restricted stock award held by the Reporting Person was converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such restricted stock awards multiplied by (b) the Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded to the nearest whole number of shares of Tivity Health Common Stock; and (iv) each performance-based restricted stock unit ("PRSUs") held by the Reporting Person was converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such PRSUs (based on the actual or maximum performance level achievable by the Issuer as provided in the Merger Agreement) multiplied by (b) the Equity Award Exchange Ratio, rounded to the nearest whole number of shares of Tivity Health Common Stock.
F5At grant, this stock option represented the right to purchase shares of Issuer Common Stock subject to the terms of the Plan and the applicable award agreement issued thereunder.
F6As of the Effective Time, pursuant to the terms of the Merger Agreement, this stock option was cancelled and converted into the right to receive, in respect of each Net Option Share subject to this stock option, an amount in cash equal to the Merger Consideration Value.
F7These PRSUs represented the contingent right to receive shares of Issuer Common Stock subject to the Issuer's achievement of performance conditions, subject to the terms of the Plan and the applicable award agreement issued thereunder.
F8As of the Effective Time, pursuant to the terms of the Merger Agreement, such PRSUs were converted into the right to receive an amount of time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4, assuming maximum performance was achieved.