SEC Form 4 · accession 0001140361-16-074465
TIVITY HEALTH, INC. · TVTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean Slovenski
Officer — President, Population Health
Period of report
Jul 29, 2016
Accepted (ET)
Aug 2, 2016 · 7:33 pm EDT
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 | Jul 29, 2016 | F | 28,336 | $16.84 | D | 33,195 | D | |
| Common StockF2,F3 | Jul 29, 2016 | M | 110,109 | — | A | 143,304 | D | |
| Common StockF4 | Jul 29, 2016 | F | 42,036 | $16.84 | D | 101,268 | 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,F2 | — | Jul 29, 2016 | M | 110,109 | D | — | — | Common stock | 110,109 | 0 | D |
Explanation of responses
- F1Reflects 28,336 shares withheld to cover the payment of taxes following the vesting of 61,531 restricted stock units granted to the reporting person on February 8, 2016 which became vested in full in connection with the closing of the transactions contemplated by the Membership Interest Purchase Agreement, dated July 27, 2016, among Healthways, Inc., Sharecare, Inc. and Healthways SC, LLC (the "Purchase Agreement").
- F2Reflects the vesting (in connection with the closing of the transactions contemplated by the Purchase Agreement) at the "target" performance level of the market stock units ("MSUs") granted to the reporting person on February 8, 2016.
- F3Prior to vesting, each MSU represented a contingent right to receive one share of common stock of Healthways, Inc.
- F4Reflects 42,036 shares withheld to cover the payment of taxes following the vesting of 110,109 MSUs granted to the reporting person on February 8, 2016 which became vested at the "target" performance level in connection with the closing of the transactions contemplated by the Purchase Agreement.