0001567619-22-013508.txt : 20220629
0001567619-22-013508.hdr.sgml : 20220629
20220629171952
ACCESSION NUMBER: 0001567619-22-013508
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: Wagers Ryan
CENTRAL INDEX KEY: 0001753888
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19364
FILM NUMBER: 221055595
MAIL ADDRESS:
STREET 1: 701 COOL SPRINGS BOULEVARD
CITY: FRANKLIN
STATE: TN
ZIP: 37067
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
0001753888
Wagers Ryan
701 COOL SPRINGS BOULEVARD
FRANKLIN
TN
37067
0
1
0
0
Chief Accounting Officer
Common Stock
2022-06-28
4
D
0
1539
32.50
D
27881
D
Common Stock
2022-06-28
4
D
0
27881
32.50
D
0
D
Option to Buy
33.36
2022-06-28
4
D
0
1266
D
Common Stock
1266
0
D
Option to Buy
16.78
2022-06-28
4
D
0
10671
D
Common Stock
10671
0
D
Option to Buy
26.29
2022-06-28
4
D
0
6624
D
Common Stock
6624
0
D
Option to Buy
31.27
2022-06-28
4
D
0
6349
D
Common Stock
6349
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.
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 6,332 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 Ryan Wagers
2022-06-29