SEC FORM 4

SEC Form 4

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^*

Laughlin Conan

(Last)

(First)

(Middle)

C/O NORTH TIDE CAPITAL, LLC

500 BOYLSTON STREET, SUITE 1860

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHWAYS, INC [ HWAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/03/2015		P		119,609	A	$11.3093	3,644,609	I	By North Tide Capital Master, LP⁽³⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/03/2015		P		11,391	A	$11.3093	336,391	I	By Managed Accounts of North Tide Capital, LLC⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/04/2015		P		137,596	A	$11.5822	3,782,205	I	By North Tide Capital Master, LP⁽³⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/04/2015		P		13,104	A	$11.5822	349,495	I	By Managed Accounts of North Tide Capital, LLC⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/04/2015		P		45,013	A	$11.56	3,827,218	I	By North Tide Capital Master, LP⁽³⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/04/2015		P		4,287	A	$11.56	353,782	I	By Managed Accounts of North Tide Capital, LLC⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/05/2015		P		4,679	A	$12.3382	3,831,897	I	By North Tide Capital Master, LP⁽³⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/05/2015		P		321	A	$12.3382	354,103	I	By Managed Accounts of North Tide Capital, LLC⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/05/2015		P		13,103	A	$12.1038	3,845,000	I	By North Tide Capital Master, LP⁽³⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	11/05/2015		P		897	A	$12.1038	355,000	I	By Managed Accounts of North Tide Capital, LLC⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾								6,203⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Laughlin Conan

(Last)

(First)

(Middle)

C/O NORTH TIDE CAPITAL, LLC

500 BOYLSTON STREET, SUITE 1860

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NORTH TIDE CAPITAL, LLC

(Last)

(First)

(Middle)

500 BOYLSTON STREET

SUITE 1860

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

North Tide Capital Master, LP

(Last)

(First)

(Middle)

C/O NORTH TIDE CAPITAL, LLC

500 BOYLSTON STREET, SUITE 1860

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. Reflects restricted stock units that vest 25% per year beginning on 5/19/2016.

	By: /s/ Conan Laughlin	11/05/2015
	North Tide Capital, LLC; By: /s/ Conan Laughlin, Manager	11/05/2015
	North Tide Capital Master, LP; By: North Tide Capital GP, LLC, its General Partner; By: /s/ Conan Laughlin, Manager	11/05/2015
	** 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.
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