X0306 4 2020-05-07 1 0000704415 TIVITY HEALTH, INC. TVTY 0001652522 Hudson Executive Capital LP 570 LEXINGTON AVENUE 35TH FLOOR NEW YORK NY 10022 0 0 1 0 0001700567 HEC Management GP LLC 570 LEXINGTON AVENUE 35TH FLOOR NEW YORK NY 10022 0 0 1 0 0001495110 Braunstein Douglas L 570 LEXINGTON AVENUE 35TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2020-05-07 4 D 0 3960000 12.20 D 4795310 I See footnotes Short Call Option (obligation to sell) 10.00 2020-05-07 4 J 0 43776 3.85 A 2020-08-21 2020-08-21 Common Stock 4377600 0 I See footnotes Long Put Option (right to sell) 7.50 2020-05-07 4 D 0 43776 0.60 D 2020-08-21 2020-08-21 Common Stock 4377600 0 I See footnotes In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities"). Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Order executed by the Reporting Persons to close out the outstanding short call option (obligation to sell) for 4,377,600 shares of common stock of Tivity Health, Inc., as reported by the Reporting Persons on a Form 3 filed with the Securities and Exchange Commission on 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 2020-05-11 HEC MANAGEMENT GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member 2020-05-11 DOUGLAS L. BRAUNSTEIN, /s/ Douglas L. Braunstein 2020-05-11