SEC Form 4 · accession 0001140361-15-039670
TIVITY HEALTH, INC. · TVTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donato Tramuto
Officer — President and CEO · Director
Period of report
Nov 2, 2015
Accepted (ET)
Nov 4, 2015 · 4:16 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 StockF1 | Nov 2, 2015 | A | 32,051 | $0.00 | A | 45,446 | D | |
| Common StockF1 | Nov 2, 2015 | A | 250,000 | $0.00 | A | 295,446 | D | |
| Common StockF2 | Nov 3, 2015 | P | 8,740 | $11.47 | A | 304,186 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF3 | — | Nov 2, 2015 | A | 250,000 | A | — | — | Common Stock | 250,000 | 250,000 | D |
Explanation of responses
- F1Reflects restricted stock units that vest 33% on 11/02/2016, 33% on 11/02/2017, and 34% on 11/02/2018.
- F2This transaction was executed in multiple trades at prices ranging from $11.4699 to $11.47, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F3Reflects an award of Market Stock Units. Each Market Stock Unit represents a contingent right to receive one share of Healthways, Inc. common stock ("Common Stock"). The number of shares of Common Stock shown above represents the award at the "target" performance level. The actual number of shares of Common Stock that may be issued to the reporting person upon vesting of the Market Stock Units ranges from a minimum of 0% to a maximum of 180% of the "target" performance level, depending on annualized total shareholder return of the Common Stock over a three-year performance period beginning on November 1, 2015.