0001567619-22-013501.txt : 20220629
0001567619-22-013501.hdr.sgml : 20220629
20220629171316
ACCESSION NUMBER: 0001567619-22-013501
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: Holland Adam C
CENTRAL INDEX KEY: 0001618510
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19364
FILM NUMBER: 221055491
MAIL ADDRESS:
STREET 1: C/O KIRKLAND'S, INC.
STREET 2: 2501 MCGAVOCK PIKE, SUITE 1000
CITY: NASHVILLE
STATE: TN
ZIP: 37214
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
0001618510
Holland Adam C
701 COOL SPRINGS BLVD.
FRANKLIN
TN
37067
0
1
0
0
CFO
Common Stock
2022-06-28
4
D
0
95559
32.50
D
0
D
Option to Buy
34.42
2022-06-28
4
D
0
10910
D
Common Stock
10910
0
D
Option to Buy
16.78
2022-06-28
4
D
0
39634
D
Common Stock
39634
0
D
Option to Buy
26.29
2022-06-28
4
D
0
24603
D
Common Stock
24603
0
D
Option to Buy
31.27
2022-06-28
4
D
0
20635
D
Common Stock
20635
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.
Includes 27,601 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.
In accordance with the terms of the Merger Agreement, each option granted under the Company's stock plans to purchase shares of Company Common Stock, whether or not vested, that was outstanding as of immediately prior to the effective time of the merger was cancelled and 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 subject to such option as of immediately prior to the effective time, and (ii) the excess, if any, of the per share merger consideration of $32.50 over the exercise price per share of such option as of immediately prior to the effective time.
Any such option with a per share exercise price that was equal to or greater than the per share merger consideration of $32.50 was cancelled by virtue of the merger without any payment to the reporting person.
/s/ Joseph Raymond Bilbao, by power of attorney for Adam C. Holland
2022-06-29