0000921895-15-002374.txt : 20151109
0000921895-15-002374.hdr.sgml : 20151109
20151105190656
ACCESSION NUMBER: 0000921895-15-002374
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151103
FILED AS OF DATE: 20151105
DATE AS OF CHANGE: 20151105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HEALTHWAYS, 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: AMERICAN HEALTHWAYS INC
DATE OF NAME CHANGE: 20000322
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN HEALTHCORP INC /DE
DATE OF NAME CHANGE: 19940211
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: North Tide Capital Master, LP
CENTRAL INDEX KEY: 0001594882
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19364
FILM NUMBER: 151202106
BUSINESS ADDRESS:
STREET 1: C/O NORTH TIDE CAPITAL, LLC
STREET 2: 500 BOYLSTON STREET, SUITE 1860
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 449-3130
MAIL ADDRESS:
STREET 1: C/O NORTH TIDE CAPITAL, LLC
STREET 2: 500 BOYLSTON STREET, SUITE 1860
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NORTH TIDE CAPITAL, LLC
CENTRAL INDEX KEY: 0001557543
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19364
FILM NUMBER: 151202107
BUSINESS ADDRESS:
STREET 1: 500 BOYLSTON STREET
STREET 2: SUITE 1860
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-449-3120
MAIL ADDRESS:
STREET 1: 500 BOYLSTON STREET
STREET 2: SUITE 1860
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Laughlin Conan
CENTRAL INDEX KEY: 0001594068
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19364
FILM NUMBER: 151202108
MAIL ADDRESS:
STREET 1: C/O NORTH TIDE CAPITAL, LLC
STREET 2: 500 BOYLSTON STREET, SUITE 1860
CITY: BOSTON
STATE: MA
ZIP: 02116
4
1
form409711002_11052015.xml
OWNERSHIP DOCUMENT
X0306
4
2015-11-03
0
0000704415
HEALTHWAYS, INC
HWAY
0001594068
Laughlin Conan
C/O NORTH TIDE CAPITAL, LLC
500 BOYLSTON STREET, SUITE 1860
BOSTON
MA
02116
1
0
1
0
0001557543
NORTH TIDE CAPITAL, LLC
500 BOYLSTON STREET
SUITE 1860
BOSTON
MA
02116
0
0
1
0
0001594882
North Tide Capital Master, LP
C/O NORTH TIDE CAPITAL, LLC
500 BOYLSTON STREET, SUITE 1860
BOSTON
MA
02116
0
0
1
0
Common Stock, $0.001 Par Value
2015-11-03
4
P
0
119609
11.3093
A
3644609
I
By North Tide Capital Master, LP
Common Stock, $0.001 Par Value
2015-11-03
4
P
0
11391
11.3093
A
336391
I
By Managed Accounts of North Tide Capital, LLC
Common Stock, $0.001 Par Value
2015-11-04
4
P
0
137596
11.5822
A
3782205
I
By North Tide Capital Master, LP
Common Stock, $0.001 Par Value
2015-11-04
4
P
0
13104
11.5822
A
349495
I
By Managed Accounts of North Tide Capital, LLC
Common Stock, $0.001 Par Value
2015-11-04
4
P
0
45013
11.56
A
3827218
I
By North Tide Capital Master, LP
Common Stock, $0.001 Par Value
2015-11-04
4
P
0
4287
11.56
A
353782
I
By Managed Accounts of North Tide Capital, LLC
Common Stock, $0.001 Par Value
2015-11-05
4
P
0
4679
12.3382
A
3831897
I
By North Tide Capital Master, LP
Common Stock, $0.001 Par Value
2015-11-05
4
P
0
321
12.3382
A
354103
I
By Managed Accounts of North Tide Capital, LLC
Common Stock, $0.001 Par Value
2015-11-05
4
P
0
13103
12.1038
A
3845000
I
By North Tide Capital Master, LP
Common Stock, $0.001 Par Value
2015-11-05
4
P
0
897
12.1038
A
355000
I
By Managed Accounts of North Tide Capital, LLC
Common Stock, $0.001 Par Value
6203
D
This Form 4 is filed jointly by North Tide Capital Master, LP (the "Master Fund"), North Tide Capital, LLC ("North Tide") and Conan Laughlin (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
Shares of Common Stock beneficially owned by the Master Fund. North Tide, as the investment manager of the Master Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Master Fund. Mr. Laughlin, as the Manager of North Tide, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Master Fund.
Shares held in an account managed by North Tide. Mr. Laughlin, as the Manager of North Tide, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by North Tide.
Reflects restricted stock units that vest 25% per year beginning on 5/19/2016.
By: /s/ Conan Laughlin
2015-11-05
North Tide Capital, LLC; By: /s/ Conan Laughlin, Manager
2015-11-05
North Tide Capital Master, LP; By: North Tide Capital GP, LLC, its General Partner; By: /s/ Conan Laughlin, Manager
2015-11-05