SEC Form 4 · accession 0001567619-18-005092
TIVITY HEALTH, INC. · TVTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Donato Tramuto
Officer — CEO · Director
Period of report
Nov 1, 2018
Accepted (ET)
Nov 5, 2018 · 5:03 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 1, 2018 | M | 250,000 | $0.00 | A | 398,690 | D | |
| Common StockF1 | Nov 1, 2018 | A | 411,320 | $0.00 | A | 560,010 | D | |
| Common StockF2 | Nov 1, 2018 | F | 161,855 | $34.80 | D | 398,155 | D | |
| Common StockF3 | Nov 2, 2018 | F | 4,205 | $34.78 | D | 393,950 | D | |
| Common StockF4 | Nov 2, 2018 | F | 32,792 | $34.78 | D | 361,158 | 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 UnitsF5,F4 | — | Nov 1, 2018 | M | 250,000 | A | — | — | Common Stock | 250,000 | 0 | D |
Explanation of responses
- F1Reflects the vesting (250,000) and payout (411,320) of the Market Stock Units granted on November 1, 2015 at a payout factor of 164.5281%, and such payout includes 161,320 shares of common stock that were above the target number of shares originally reported.
- F2Reflects 161,855 shares of common stock withheld to cover the payment of taxes following vesting of 411,320 Market Stock Units granted on November 1, 2015.
- F3Reflects 4,205 shares withheld to cover the payment of taxes following the vesting of 10,684 restricted stock units granted on November 2, 2015.
- F4Reflects 32,792 shares withheld to cover the payment of taxes following the vesting of 83,334 restricted stock units granted on November 2, 2015.
- F5Each Market Stock Unit converts into shares of common stock on a 1-for-1 basis but the number 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 shareholder return of the common stock over a three-year performance period beginning on November 1, 2015.