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