0001214659-20-001335.txt : 20200213 0001214659-20-001335.hdr.sgml : 20200213 20200213161013 ACCESSION NUMBER: 0001214659-20-001335 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIVITY HEALTH, INC. CENTRAL INDEX KEY: 0000704415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 621117144 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42749 FILM NUMBER: 20610572 BUSINESS ADDRESS: STREET 1: 701 COOL SPRINGS BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6156144929 MAIL ADDRESS: STREET 1: 701 COOL SPRINGS BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHWAYS, INC. DATE OF NAME CHANGE: 20170104 FORMER COMPANY: FORMER CONFORMED NAME: TIVITY HEALTH, INC DATE OF NAME CHANGE: 20161230 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHWAYS, INC DATE OF NAME CHANGE: 20060201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HG Vora Capital Management, LLC CENTRAL INDEX KEY: 0001525362 IRS NUMBER: 264369896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 707-4300 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 r212200sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Tivity Health, Inc.

_____________________________________________________

(Name of Issuer)

Common Stock, par value $0.001 per share

_____________________________________________________

(Title of Class of Securities)

88870R102

_____________________________________________________

(CUSIP Number)

December 31, 2019

___________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP NO.: 88870R102

(1) NAME OF REPORTING PERSON: HG Vora Capital Management, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

(5)

SOLE VOTING POWER: 4,750,000

(6)

SHARED VOTING POWER: 0

(7)

SOLE DISPOSITIVE POWER: 4,750,000

(8)

SHARED DISPOSITIVE POWER: 0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,750,000

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 9.9%

(12)

TYPE OF REPORTING PERSON: OO (Delaware limited liability company)

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Item 1.

(a) Name of Issuer

Tivity Health, Inc.

(b) Address of principal executive offices

701 Cool Springs Boulevard

Franklin, TN 37076

Item 2.

(a) Name of Person Filing

This statement is filed by HG Vora Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”). The foregoing person hereinafter sometimes is referred to as the “Reporting Person.” Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party.

(b) Address of principal executive offices

The business office address of the Investment Manager is 330 Madison Avenue, 20th Floor, New York, NY 10017.

The Investment Manager is a Delaware limited liability company.

(d) Title of Class of Securities

Common Stock, $0.001 par value (the “Common Stock”).

(e) CUSIP Number

88870R102

Item 3.

Not applicable.

Item 4.

Ownership.

A. HG Vora Capital Management, LLC

(a) Amount beneficially owned:

As of December 31, 2019, may be deemed to beneficially own: 4,750,000 shares of Common Stock.

(b) Percent of class:

9.9%.

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(i) Sole power to vote or to direct the vote: 4,750,000

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 4,750,000

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Each of the Reporting Person hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 13, 2020

	HG VORA CAPITAL MANAGEMENT, LLC

	By:	/s/ Parag Vora
	Name: Parag Vora
	Title: Managing Member

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