0000921895-13-002470.txt : 20131219 0000921895-13-002470.hdr.sgml : 20131219 20131219170114 ACCESSION NUMBER: 0000921895-13-002470 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131217 FILED AS OF DATE: 20131219 DATE AS OF CHANGE: 20131219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHWAYS, 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 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: AMERICAN HEALTHWAYS INC DATE OF NAME CHANGE: 20000322 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HEALTHCORP INC /DE DATE OF NAME CHANGE: 19940211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Laughlin Conan CENTRAL INDEX KEY: 0001594068 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 131288892 MAIL ADDRESS: STREET 1: C/O NORTH TIDE CAPITAL, LLC STREET 2: 500 BOYLSTON STREET, SUITE 310 CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: North Tide Capital Master, LP CENTRAL INDEX KEY: 0001594882 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 131288893 BUSINESS ADDRESS: STREET 1: C/O NORTH TIDE CAPITAL, LLC STREET 2: 500 BOYLSTON STREET, SUITE 310 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 449-3130 MAIL ADDRESS: STREET 1: C/O NORTH TIDE CAPITAL, LLC STREET 2: 500 BOYLSTON STREET, SUITE 310 CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NORTH TIDE CAPITAL, LLC CENTRAL INDEX KEY: 0001557543 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 131288894 BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: SUITE 310 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-449-3120 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: SUITE 310 CITY: BOSTON STATE: MA ZIP: 02116 4 1 form409711002_12192013.xml OWNERSHIP DOCUMENT X0306 4 2013-12-17 0 0000704415 HEALTHWAYS, INC HWAY 0001557543 NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET SUITE 310 BOSTON MA 02116 0 0 1 0 0001594882 North Tide Capital Master, LP C/O NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET, SUITE 310 BOSTON MA 02116 0 0 1 0 0001594068 Laughlin Conan C/O NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET, SUITE 310 BOSTON MA 02116 0 0 1 0 Common Stock, $0.001 Par Value 2013-12-17 4 P 0 90000 14.10 A 3400000 I By North Tide Capital Master, LP Common Stock, $0.001 Par Value 2013-12-18 4 P 0 25000 14.13 A 3425000 I By North Tide Capital Master, LP Common Stock, $0.001 Par Value 2013-12-18 4 P 0 25000 14.13 A 425000 I By Managed Accounts of North Tide Capital, LLC This Form 4 is filed jointly by North Tide Capital Master, LP (the "Master Fund"), North Tide Capital, LLC ("North Tide") and Conan Laughlin (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by the Master Fund. North Tide, as the investment manager of the Master Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Master Fund. Mr. Laughlin, as the Manager of North Tide, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Master Fund. Shares held in an account managed by North Tide. Mr. Laughlin, as the Manager of North Tide, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by North Tide. North Tide Capital, LLC; By: /s/ Conan Laughlin, Manager 2013-12-19 North Tide Capital Master, LP; By: North Tide Capital GP, LLC, its General Partner; By: /s/ Conan Laughlin, Manager 2013-12-19 By: /s/ Conan Laughlin 2013-12-19