X0306 4 2015-09-24 0 0000704415 HEALTHWAYS, INC HWAY 0001554321 Flipse Mary 701 COOL SPRINGS BLVD FRANKLIN TN 37067 0 1 0 0 General Counsel Common Stock 2015-09-24 4 A 0 33000 0 A 88604 D Common Stock 347 I Held in 401(k) Market Stock Units 2015-09-24 4 A 0 33000 0 A Common stock 33000 33000 D Reflects restricted stock units that vest 33% on 9/23/2016, 33% on 9/22/2017, and 34% on 9/24/2018. Reflects an award of Market Stock Units. Each Market Stock Unit represents a contingent right to receive one share of Healthways, Inc. common stock ("Common Stock"). The number of shares of Common Stock shown above represents the award at the target performance level. The actual number of shares 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 total shareholder return of the Common Stock over a three-year performance period beginning on November 1, 2015. /s/ Alfred Lumsdaine, by power of attorney for Mary Flipse 2015-09-28