0000921895-17-000524.txt : 20170301 0000921895-17-000524.hdr.sgml : 20170301 20170301193539 ACCESSION NUMBER: 0000921895-17-000524 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 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: 6156144929 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NTC SPECIAL OPPORTUNITIES I MASTER, LP CENTRAL INDEX KEY: 0001699358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 17656451 BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: SUITE 1860 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-449-3130 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: SUITE 1860 CITY: BOSTON STATE: MA ZIP: 02116 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: 17656452 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: 17656453 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: 17656454 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_03012017.xml OWNERSHIP DOCUMENT X0306 4 2017-03-01 0 0000704415 TIVITY HEALTH, INC. TVTY 0001594068 Laughlin Conan C/O NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET, SUITE 1860 BOSTON MA 02116 1 0 0 1 See Explanation of Responses 0001557543 NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET SUITE 1860 BOSTON MA 02116 0 0 0 1 See Explanation of Responses 0001594882 North Tide Capital Master, LP C/O NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET, SUITE 1860 BOSTON MA 02116 0 0 0 1 See Explanation of Responses 0001699358 NTC SPECIAL OPPORTUNITIES I MASTER, LP 500 BOYLSTON STREET SUITE 1860 BOSTON MA 02116 0 0 0 1 See Explanation of Responses Common Stock, $0.001 Par Value 2017-03-01 4 S 0 1750000 28.30 D 1750000 I By North Tide Capital Master, LP Common Stock, $0.001 Par Value 2017-03-01 4 S 0 250000 28.30 D 500000 I By Managed Accounts of North Tide Capital, LLC This Form 4 is filed jointly by North Tide Capital Master, LP (the "Master Fund"), NTC Special Opportunities I Master, LP, North Tide Capital, LLC ("North Tide") and Conan Laughlin (collectively, the "Reporting Persons"). Each Reporting Person may be deemed a member of a group that previously owned in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As of March 1, 2017, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Notwithstanding the foregoing, Mr. Laughlin continues to serve as an active member of the Issuer's Board of Directors. 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. By: /s/ Conan Laughlin 2017-03-01 North Tide Capital, LLC; By: /s/ Conan Laughlin, Manager 2017-03-01 North Tide Capital Master, LP; By: North Tide Capital GP, LLC, its General Partner; By: /s/ Conan Laughlin, Manager 2017-03-01 NTC Special Opportunities I Master, LP; By: North Tide Capital GP II, LLC, its General Partner; By: /s/ Conan Laughlin, Manager 2017-03-01