0000914121-20-001097.txt : 20200313 0000914121-20-001097.hdr.sgml : 20200313 20200313161802 ACCESSION NUMBER: 0000914121-20-001097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200313 DATE AS OF CHANGE: 20200313 GROUP MEMBERS: DOUGLAS L. BRAUNSTEIN GROUP MEMBERS: HEC MANAGEMENT GP LLC 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42749 FILM NUMBER: 20712940 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: Hudson Executive Capital LP CENTRAL INDEX KEY: 0001652522 IRS NUMBER: 472878186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 521-8495 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 he54807701-sc13da2.htm SCHEDULE 13D (AMENDMENT NO. 2 )

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Tivity Health, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
88870R102
(CUSIP Number)
Michael D. Pinnisi
Hudson Executive Capital LP
570 Lexington Avenue, 35th Floor
New York, NY 10022
(212) 521-8495
with a copy to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 11, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).

CUSIP No. 88870R102
SCHEDULE 13D
Page 2 of 6 Pages
             
1
  
NAMES OF REPORTING PERSON
Hudson Executive Capital LP
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
3
  
SEC USE ONLY
4
  
SOURCE OF FUNDS
OO
5
  
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
7
  
SOLE VOTING POWER
0
 
8
  
SHARED VOTING POWER
8,755,310
 
9
  
SOLE DISPOSITIVE POWER
0
 
10
  
SHARED DISPOSITIVE POWER
8,755,310
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,755,310
12
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%(1)
14
  
TYPE OF REPORTING PERSON
PN, IA
(1)
Calculated based on 48,433,780 shares of common stock, $0.001 par value per share, of Tivity Health, Inc. (the “Company”), outstanding as of February 20, 2020, as reported in the Company’s Annual Report on Form 10-K filed on February 27, 2020.

CUSIP No. 88870R102
SCHEDULE 13D
Page 3 of 6 Pages

1
  
NAMES OF REPORTING PERSON
HEC Management GP LLC
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
3
  
SEC USE ONLY
4
  
SOURCE OF FUNDS
OO
5
  
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
7
  
SOLE VOTING POWER
0
 
8
  
SHARED VOTING POWER
8,755,310
 
9
  
SOLE DISPOSITIVE POWER
0
 
10
  
SHARED DISPOSITIVE POWER
8,755,310
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,755,310
12
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%(2)
14
  
TYPE OF REPORTING PERSON
PN, IA
(2)
Calculated based on 48,433,780 shares of common stock, $0.001 par value per share, of the Company, outstanding as of February 20, 2020, as reported in the Company’s Annual Report on Form 10-K filed on February 27, 2020.

CUSIP No. 88870R102
SCHEDULE 13D
Page 4 of 6 Pages

1
  
NAMES OF REPORTING PERSON
Douglas L. Braunstein
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
3
  
SEC USE ONLY
4
  
SOURCE OF FUNDS
OO
5
  
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
7
  
SOLE VOTING POWER
0
 
8
  
SHARED VOTING POWER
8,755,310
 
9
  
SOLE DISPOSITIVE POWER
0
 
10
  
SHARED DISPOSITIVE POWER
8,755,310
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,755,310
12
  
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%(3)
14
  
TYPE OF REPORTING PERSON
IN
(3)
Calculated based on 48,433,780 shares of common stock, $0.001 par value per share, of the Company, outstanding as of February 20, 2020, as reported in the Company’s Annual Report on Form 10-K filed on February 27, 2020.



CUSIP No. 88870R102
SCHEDULE 13D
Page 5 of 6 Pages
     
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 (this “Amendment No. 2”) relates to the statement on Schedule 13D filed on December 19, 2019 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 2, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, $0.001 per share (the “Shares”), of Tivity Health, Inc., a company organized under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.
This Amendment No. 2 is being filed to report an increase in the Reporting Persons’ beneficial ownership percentage due to the acquisition of additional Shares by the Reporting Persons.
The Reporting Persons beneficially own an aggregate of 8,755,310 Shares (the “Subject Shares”). The Subject Shares represent approximately 18.1% of the issued and outstanding Shares based on 48,433,780 Shares outstanding as of February 20, 2020, as reported in the Company’s Annual Report on Form 10-K filed on February 27, 2020.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5. The aggregate purchase price for the Subject Shares is $108,586,972.63 (inclusive of brokerage commissions and other costs of execution).
The aggregate purchase price of the 43,776 FLEX European-style put options is approximately $6,261,666.51 (inclusive of brokerage commissions and other costs of execution). The source of funding for the transactions pursuant to which the Reporting Persons acquired the FLEX European-style put options was derived from the respective capital of the HEC Funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5 (a), (b) and (c) of the Schedule 13D are hereby amended and supplemented by adding the following information:
(a) and (b) Information about the number and percentage of Shares beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.
(c) All transactions in the Shares effected since Amendment No. 1 was filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 24, 2020 on behalf of a HEC Fund over which the Reporting Persons have investment discretion are set forth in Exhibit 4 attached hereto and incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
As reflected in Exhibit 4 attached hereto, on March 11, 2020 the Reporting Persons purchased 43,776 FLEX European-style put options (with each contract having a 100 multiplier) with a strike price of $7.50 and only exercisable on the maturity date of August 21, 2020. The FLEX European-style put options permit the Reporting Persons to require the counterparty thereto to purchase Shares if exercised. As reflected in Exhibit 4 attached hereto, on March 11, 2020 the Reporting Persons sold short 43,776 FLEX European-style call options (with each contract having a 100 multiplier) with a strike price of $10.00 and only exercisable on the maturity date of August 21, 2020. The FLEX European-style call options permit the counterparty thereto to require the Reporting Persons to sell Shares if exercised. These option transactions, along with the related stock purchases, were executed as part of a single transaction for portfolio management purposes in which the Reporting Persons increased their economic exposure to the Company within the band of the call and put strikes.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:
   
   
Exhibit 4
  
Schedule of transactions effected since Amendment No. 1 was filed by the Reporting Persons with the SEC on February 24, 2020.

CUSIP No. 88870R102
SCHEDULE 13D
Page 6 of 6 Pages
 
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.
Date: March 13, 2020
 
 
HUDSON EXECUTIVE CAPITAL LP
  
       
 
By:
HEC Management GP, LLC, its general partner
  
       
 
By:
/s/ Douglas L. Braunstein
  
   
Name: Douglas L. Braunstein
  
   
Title: Managing Member
  
       
 
 
HEC MANAGEMENT GP LLC
  
       
 
By:
/s/ Douglas L. Braunstein
  
   
Name: Douglas L. Braunstein
  
   
Title: Managing Member
  
       
 
DOUGLAS L. BRAUNSTEIN
  
       
 
By:
/s/ Douglas L. Braunstein
  
   
Douglas L. Braunstein
  
       
       
 

EX-4 2 he54807701-ex4.htm SCHEDULE OF TRANSACTIONS
EXHIBIT 4
Schedule of Transactions in Shares
The following table sets forth all transactions with respect to Shares effected by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares since Amendment No. 1 was filed by the Reporting Persons with the SEC on February 24, 2020, inclusive of any transactions effected through 4:00 pm, New York City time, on March 13, 2020.
Tivity Health, Inc.
                 
Trade Date
  
Transaction
  
Security
  
Quantity Bought (Sold)
  
Unit Cost(1)
3/11/2020
  
Buy
  
Common Stock
  
4,377,655
  
$8.70
3/11/2020
  
Buy
  
Flex European Put Option; Strike $7.50; Exp. 8/21/2020
  
43,776
  
$1.40
3/11/2020
  
Sell Short
  
Flex European Call Option; Strike $10.00; Exp. 8/21/2020
  
(43,776)
  
$1.20
 
(1)
 
Excludes brokerage commissions and other costs of execution.