SEC Form 4 · accession 0001567619-19-006744
TIVITY HEALTH, INC. · TVTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dawn M. Zier
Officer — President and COO · Director
Period of report
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 7:03 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 | Mar 8, 2019 | A | 75,424 | — | A | 75,424 | D | |
| Common StockF2 | Mar 8, 2019 | A | 630,691 | $0.00 | A | 706,115 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Received in exchange for 352,288 shares of common stock of Nutrisystem, Inc. ("Nutrisystem") in connection with the merger (the "Merger") of Nutrisystem with and into Sweet Acquisition, Inc. ("Merger Sub"), pursuant to that certain Agreement and Plan of Merger, dated December 9, 2018, by and between the Issuer, Merger Sub and Nutrisystem. On March 7, 2019, the last day on which Nutrisystem's common stock was publicly traded, the closing price of Nutrisystem common stock was $42.89 per share, and on March 8, 2019, the date of the effective time of the Merger, the closing price of the Issuer's common stock was $19.42 per share.
- F2Reflects (A) the following awards that were assumed by the Issuer in connection with the Merger: (i) an award of 84,869 shares of restricted stock that vest in full on October 15, 2019; (ii) an award of 118,211 restricted stock units that vest in full on October 15, 2019; (iii) an award of 140,034 restricted stock units that vest on a pro-rata daily basis, beginning on and following October 15, 2019 through December 31, 2019, with such pro-rata daily vesting dating back to February 15, 2017; and (iv) an award of 184,590 restricted stock units that vest on a pro-rata daily basis, beginning on and following October 15, 2019 through December 31, 2020, with such pro-rata daily vesting dating back to January 2, 2018; and (B) an award of 102,987 restricted stock units that vest in full on May 31, 2020, that was issued under the Issuer's Amended and Restated 2014 Stock Incentive Plan.