SEC Form 4 · accession 0001140361-16-074469
TIVITY HEALTH, INC. · TVTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alfred Lumsdaine
Officer — Chief Financial Officer
Period of report
Jul 29, 2016
Accepted (ET)
Aug 2, 2016 · 7:45 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 | 11,209 | $16.84 | D | 204,889 | D | |
| Common StockF2 | Jul 29, 2016 | F | 31,463 | $16.84 | D | 173,426 | D | |
| Common StockF3 | Jul 29, 2016 | F | 5,335 | $16.84 | D | 168,091 | D | |
| Common StockF4 | Jul 29, 2016 | F | 10,488 | $16.84 | D | 157,603 | D | |
| Common StockF5 | Jul 29, 2016 | F | 1,195 | $16.84 | D | 156,408 | D | |
| Common StockF6,F7 | Jul 29, 2016 | M | 75,000 | — | A | 231,408 | D | |
| Common StockF8 | Jul 29, 2016 | F | 27,193 | $16.84 | D | 204,215 | D | |
| Common Stock | holding | — | — | — | 1,648 | I | Held in 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF7,F6 | — | Jul 29, 2016 | M | 75,000 | A | — | — | Common stock | 75,000 | 0 | D |
Explanation of responses
- F1Reflects 11,209 shares withheld to cover the payment of taxes following the vesting of 26,718 restricted stock units granted to the reporting person on July 1, 2015, 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 31,463 shares withheld to cover the payment of taxes following the vesting of 75,000 restricted stock units granted to the reporting person on September 24, 2015, which became vested in full in connection with the closing of the transactions contemplated by the Purchase Agreement.
- F3Reflects 5,335 shares withheld to cover the payment of taxes following the vesting of 12,717 restricted stock units granted to the reporting person on June 26, 2014, which became vested in full in connection with the closing of the transactions contemplated by the Purchase Agreement.
- F4Reflects 10,488 shares withheld to cover the payment of taxes following the vesting of 25,000 restricted stock units granted to the reporting person on December 2, 2010, which became vested in full in connection with the closing of the transactions contemplated by the Purchase Agreement.
- F5Reflects 1,195 shares withheld to cover the payment of taxes following the vesting of 2,847 restricted stock units granted to the reporting person on February 28, 2013, which became vested in full in connection with the closing of the transactions contemplated by the Purchase Agreement.
- F6Reflects 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 September 24, 2015.
- F7Prior to vesting, each MSU represented a contingent right to receive one share of common stock of Healthways, Inc.
- F8Reflects 27,193 shares withheld to cover the payment of taxes following the vesting of 75,000 MSUs granted to the reporting person on September 24, 2015, which became vested at the "target" performance level in connection with the closing of the transactions contemplated by the Purchase Agreement.