8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  November 14, 2017

TIVITY HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19364	62-1117144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Cool Springs Boulevard Franklin, Tennessee	37067
(Address of principal executive offices)	(Zip Code)

(615) 614-4929

(Registrant's telephone number, including area code)

____________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On November 14, 2017, Tivity Health, Inc. (the "Company") issued a press release announcing that North Tide Capital ("North Tide") has informed the Company that in connection with the liquidation of all of the securities held in its portfolios, it has entered into a Rule 10b5-1 trading plan to effect the sale by the end of the year of its remaining 630,000 shares of the Company's common stock. The text of the press release is attached hereto as Exhibit 99.1.  

Conan Laughlin, who has served as a member of the Board of Directors of the Company since 2014, is the founder, portfolio manager and managing member of North Tide.  Mr. Laughlin has informed the Company that he intends to continue to serve on the Board through his current term expiring at the Company's annual meeting in 2018. 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1 Press Release dated November 14, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TIVITY HEALTH, INC.
By:	/s/ Adam Holland
	Name: Adam Holland
	Title: Chief Financial Officer

Date:  November 14, 2017

EXHIBIT INDEX

  Exhibit 99.1   Press Release dated November 14, 2017

EX-99.1

Exhibit 99.1

Investor Relations Contact:

Chip Wochomurka

(615) 614-4493

chip.wochomurka@tivityhealth.com

TIVITY HEALTH COMMENTS ON NORTH TIDE CAPITAL'S PLAN FOR DIVESTITURE OF TIVITY STOCK

North Tide Intends to Sell Remaining Holdings in Tivity Health via a 10b5-1 Trading Plan

as Part of Wind Down of its Funds

Conan Laughlin to Continue to Serve on Tivity Health Board of Directors

FRANKLIN, Tenn. (November 14, 2017) – Tivity Health, Inc. (NASDAQ: TVTY) today announced that North Tide Capital ("North Tide"), which currently holds 630,000 shares of Tivity Health, representing 1.6% of the total outstanding common shares of the Company, has entered into a Rule 10b5-1 trading plan pursuant to which the firm intends to sell its remaining shares in Tivity Health by year-end 2017, as part of the wind down of its funds.

North Tide's Founder and Portfolio Manager Conan Laughlin, who has served on the Tivity Health Board of Directors since 2014, will continue to serve on the Board through his current term.

Mr. Laughlin said, "We recently made the decision to wind down operations at our firm, and as a result we are in the process of liquidating all of the securities in our portfolios. As such, we are obligated to sell our remaining Tivity Health shares, which we intend to do in an orderly fashion through the 10b5-1 plan we entered into today. The decision to sell our remaining shares is not in any way related to Tivity Health's current or potential future performance.  I have great confidence in the Board, Chief Executive Officer Donato Tramuto and the team he leads today, and I believe their current strategy will continue to generate significant long-term shareholder value. I remain actively engaged as a director, and I look forward to continuing to work with the Tivity team to build on the progress we've made over the last three years."

Kevin Wills, Chairman of the Tivity Health Board, said, "We appreciate Conan's communicating his intention with regard to his remaining holdings in Tivity Health. We have appreciated North Tide's support over the years, and we look forward to Conan's continued contributions on the Board."

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TVTY Comments on North Tide Capital's Plan for Divestiture of Tivity Stock

Page 2

November 14, 2017

Forward Looking Statement

This press release contains forward-looking statements, including statements regarding the proposed disposition of the Company's shares by North Tide Capital. Those forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of the Company. Those forward-looking statements are based upon current expectations, are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are qualified by these cautionary statements and those contained in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About Tivity Health

Tivity Health, Inc. is a leading provider of fitness and health improvement programs, with strong capabilities in developing and managing network solutions. Through its existing three networks, SilverSneakers® - the nation's leading fitness program for older adults, Prime® Fitness and WholeHealth Living™, Tivity Health is focused on targeted population health for those 50 and over. With more than 14.5 million Americans eligible for SilverSneakers, over 10,000 fitness centers in the Prime Fitness Network, and more than 25 years of clinical and operational expertise in managing specialty health benefits and networks, including chiropractic services, physical therapy, occupational therapy, speech therapy, acupuncture, massage and complementary and alternative medicine (CAM) services, the Company touches millions of consumers across the country and works directly with hundreds of healthcare practitioners and many of the nation's largest payers and employers. Learn more at tivityhealth.com.

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