0001567619-22-013499.txt : 20220629 0001567619-22-013499.hdr.sgml : 20220629 20220629171014 ACCESSION NUMBER: 0001567619-22-013499 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220628 FILED AS OF DATE: 20220629 DATE AS OF CHANGE: 20220629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ashworth Richard M CENTRAL INDEX KEY: 0001617806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 221055466 MAIL ADDRESS: STREET 1: 200 WILMOT ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 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: 8008695311 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 4 1 doc1.xml FORM 4 X0306 4 2022-06-28 0 0000704415 TIVITY HEALTH, INC. TVTY 0001617806 Ashworth Richard M 701 COOL SPRINGS BOULEVARD FRANKLIN TN 37067 1 1 0 0 President and CEO Common Stock 2022-06-28 4 M 0 348653 A 803011 D Common Stock 2022-06-28 4 D 0 123077 32.50 D 679934 D Common Stock 2022-06-28 4 D 0 679934 32.50 D 0 D Market Stock Units 2022-06-28 4 M 0 150000 D Common Stock 348653 0 D Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2022 (the "Merger Agreement"), by and among Tivity Health OpCo Parent, Inc. (f/k/a Titan-Atlas Parent, Inc.), a Delaware corporation ("Parent"), Titan-Atlas Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), and Tivity Health, Inc. (the "Company"), each share of common stock, par value $0.001 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $32.50. In accordance with the terms of the Merger Agreement, each market stock unit award granted under the Company's stock plans that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock that would have vested pursuant to the terms of such Company market stock unit award based on actual performance through the effective time of the merger, and (ii) the per share merger consideration of $32.50. Disposed of pursuant to a unit subscription agreement between the reporting person, Tivity Health Holdings, LP ("Holdings") and Tivity Health Holdings GP LLC ("GP"), entered into in connection with the Merger Agreement, in exchange for equity interests of Holdings and GP having an equivalent value as of the effective date of the Merger based on the consideration payable in the Merger of $32.50 per share. Includes 51,923 restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock underlying such restricted stock unit award as of immediately prior to the effective time of the merger, and (ii) the per share merger consideration of $32.50. /s/ Joseph Raymond Bilbao, by power of attorney for Richard M. Ashworth 2022-06-29