SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BISGARD JAY C

(Last)

(First)

(Middle)

701 COOL SPRINGS BOULEVARD

(Street)

FRANKLIN

37067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHWAYS, INC [ HWAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/10/2013		M		1,482	A	$12.175	4,024	D
Common Stock	05/10/2013		S⁽¹⁾		1,482	D	$14.501⁽²⁾	2,542	D
Common Stock	05/13/2013		M		1,291	A	$12.175	3,833	D
Common Stock	05/13/2013		S⁽¹⁾		1,291	D	$14.515	2,542	D
Common Stock	05/14/2013		M		15,570	A	$12.175	18,112	D
Common Stock	05/14/2013		S⁽¹⁾		15,570	D	$14.51⁽²⁾	2,542	D
Common Stock								10,000	I	Held in trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to buy	$12.175	05/10/2013		M			1,482	06/18/2003⁽³⁾	06/18/2013	Common Stock	1,482	$0⁽⁴⁾	28,518	D
Option to buy	$12.175	05/13/2013		M			1,291	06/18/2003⁽³⁾	06/18/2013	Common Stock	1,291	$0⁽⁴⁾	27,227	D
Option to buy	$12.175	05/14/2013		M			15,570	06/18/2003⁽³⁾	06/18/2013	Common Stock	15,570	$0⁽⁴⁾	11,657	D

Explanation of Responses:

1. The reporting person owns 30,000 stock options set to expire on June 18, 2013. Sale was effected pursuant to a Rule 10b5-1 trading plan. All of the proceeds from the sale of these options will be utilized to cover the underlying exercise cost of all of the options herein as well as the exercise cost of the remaining options that are expected to be exercised on or before June 18, 2013. The shares remaining after the sale will be retained by the reporting person.

2. This transaction was executed in multiple trades at prices ranging from $14.50 to $14.52. 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.

3. Option vested 1/3 on 6/18/2003, 1/3 on 6/18/2004, and 1/3 on 6/18/2005.

4. Information in this column is left blank because the transaction represents the conversion of a security.

Remarks:

	/s/ Alfred Lumsdaine by power of attorney for Jay C. Bisgard	05/14/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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