SEC Form 4 · accession 0000921895-15-002374
TIVITY HEALTH, INC. · TVTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NORTH TIDE CAPITAL, LLC
10% Owner
Conan Laughlin
Director · 10% Owner
North Tide Capital Master, LP
10% Owner
Period of report
Nov 3, 2015
Accepted (ET)
Nov 5, 2015 · 7:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000704415
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 Par ValueF1,F2,F3 | Nov 3, 2015 | P | 119,609 | $11.3093 | A | 3,644,609 | I | By North Tide Capital Master, LP |
| Common Stock, $0.001 Par ValueF1,F2,F4 | Nov 3, 2015 | P | 11,391 | $11.3093 | A | 336,391 | I | By Managed Accounts of North Tide Capital, LLC |
| Common Stock, $0.001 Par ValueF1,F2,F3 | Nov 4, 2015 | P | 137,596 | $11.5822 | A | 3,782,205 | I | By North Tide Capital Master, LP |
| Common Stock, $0.001 Par ValueF1,F2,F4 | Nov 4, 2015 | P | 13,104 | $11.5822 | A | 349,495 | I | By Managed Accounts of North Tide Capital, LLC |
| Common Stock, $0.001 Par ValueF1,F2,F3 | Nov 4, 2015 | P | 45,013 | $11.56 | A | 3,827,218 | I | By North Tide Capital Master, LP |
| Common Stock, $0.001 Par ValueF1,F2,F4 | Nov 4, 2015 | P | 4,287 | $11.56 | A | 353,782 | I | By Managed Accounts of North Tide Capital, LLC |
| Common Stock, $0.001 Par ValueF1,F2,F3 | Nov 5, 2015 | P | 4,679 | $12.3382 | A | 3,831,897 | I | By North Tide Capital Master, LP |
| Common Stock, $0.001 Par ValueF1,F2,F4 | Nov 5, 2015 | P | 321 | $12.3382 | A | 354,103 | I | By Managed Accounts of North Tide Capital, LLC |
| Common Stock, $0.001 Par ValueF1,F2,F3 | Nov 5, 2015 | P | 13,103 | $12.1038 | A | 3,845,000 | I | By North Tide Capital Master, LP |
| Common Stock, $0.001 Par ValueF1,F2,F4 | Nov 5, 2015 | P | 897 | $12.1038 | A | 355,000 | I | By Managed Accounts of North Tide Capital, LLC |
| Common Stock, $0.001 Par ValueF1,F2,F5 | holding | — | — | — | 6,203 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by North Tide Capital Master, LP (the "Master Fund"), North Tide Capital, LLC ("North Tide") and Conan Laughlin (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
- F2Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
- F3Shares of Common Stock beneficially owned by the Master Fund. North Tide, as the investment manager of the Master Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Master Fund. Mr. Laughlin, as the Manager of North Tide, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Master Fund.
- F4Shares held in an account managed by North Tide. Mr. Laughlin, as the Manager of North Tide, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by North Tide.
- F5Reflects restricted stock units that vest 25% per year beginning on 5/19/2016.