X0306 4 2016-08-31 0 0000704415 HEALTHWAYS, INC HWAY 0001594068 Laughlin Conan C/O NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET, SUITE 1860 BOSTON MA 02116 1 0 1 0 0001594882 North Tide Capital Master, LP 500 BOYLSTON STREET SUITE 1860 BOSTON MA 02116 0 0 1 0 0001557543 NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET SUITE 1860 BOSTON MA 02116 0 0 1 0 Common Stock 2016-08-31 4 J 0 625000 25.01 D 4500000 I See Footnote Common Stock 2016-08-31 4 J 0 625000 25.01 A 4500000 I See Footnote North Tide Capital, LLC ("North Tide") serves as investment manager for North Tide Capital Master, LP (the "Master Fund"), as well as for another private investment fund and a managed account (together, the "Accounts"). Mr. Laughlin serves as manager of North Tide. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. Represents cross-trades between the Master Fund and the Accounts, in which the Master Fund disposed of and the Accounts acquired the reported shares. As of September 2, 2016, 3,500,000 shares were held for the account of the Master Fund, an aggregate of 1,000,000 shares were held for the account of the Accounts and all of such shares may be deemed beneficially owned by North Tide and Mr. Laughlin. /s/ NORTH TIDE CAPITAL, LLC by Conan Laughlin, Manager 2016-09-02 /s/ NORTH TIDE CAPITAL MASTER, LP, by North Tide Capital GP, LLC, Conan Laughlin, Manager 2016-09-02 /s/ Conan Laughlin, Individually 2016-09-02