FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HEALTHWAYS, INC [ HWAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/29/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/29/2016 | F | 28,336(1) | D | $16.84 | 33,195 | D | |||
Common Stock | 07/29/2016 | M | 110,109(2) | A | (3) | 143,304 | D | |||
Common Stock | 07/29/2016 | F | 42,036(4) | D | $16.84 | 101,268 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Market Stock Units | (3) | 07/29/2016 | M | 110,109 | (2) | (2) | Common stock | 110,109 | $0 | 0 | D |
Explanation of Responses: |
1. Reflects 28,336 shares withheld to cover the payment of taxes following the vesting of 61,531 restricted stock units granted to the reporting person on February 8, 2016 which became vested in full in connection with the closing of the transactions contemplated by the Membership Interest Purchase Agreement, dated July 27, 2016, among Healthways, Inc., Sharecare, Inc. and Healthways SC, LLC (the "Purchase Agreement"). |
2. Reflects the vesting (in connection with the closing of the transactions contemplated by the Purchase Agreement) at the "target" performance level of the market stock units ("MSUs") granted to the reporting person on February 8, 2016. |
3. Prior to vesting, each MSU represented a contingent right to receive one share of common stock of Healthways, Inc. |
4. Reflects 42,036 shares withheld to cover the payment of taxes following the vesting of 110,109 MSUs granted to the reporting person on February 8, 2016 which became vested at the "target" performance level in connection with the closing of the transactions contemplated by the Purchase Agreement. |
/s/ Alfred Lumsdaine, by power of attorney for Sean Slovenski | 08/02/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |