0001567619-20-006303.txt : 20200313 0001567619-20-006303.hdr.sgml : 20200313 20200313161612 ACCESSION NUMBER: 0001567619-20-006303 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200311 FILED AS OF DATE: 20200313 DATE AS OF CHANGE: 20200313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hudson Executive Capital LP CENTRAL INDEX KEY: 0001652522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 20712897 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEC Management GP LLC CENTRAL INDEX KEY: 0001700567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 20712898 BUSINESS ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 521-8495 MAIL ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Braunstein Douglas L CENTRAL INDEX KEY: 0001495110 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 20712899 MAIL ADDRESS: STREET 1: HUDSON EXECUTIVE CAPITAL LP STREET 2: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: 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 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 3 1 doc1.xml FORM 3 X0206 3 2020-03-11 0 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 8755310 I See footnotes Short Call Option (obligation to sell) 10.00 2020-08-21 2020-08-21 Common Stock 4377600 I See footnotes Long Put Option (right to sell) 7.50 2020-08-21 2020-08-21 Common Stock 4377600 I See footnotes In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 3 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 3 (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. HUDSON EXECUTIVE CAPITAL LP, By: HEC Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member 2020-03-13 HEC MANAGEMENT GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member 2020-03-13 DOUGLAS L. BRAUNSTEIN, /s/ Douglas L. Braunstein 2020-03-13