0001140361-16-074465.txt : 20160802 0001140361-16-074465.hdr.sgml : 20160802 20160802193340 ACCESSION NUMBER: 0001140361-16-074465 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160729 FILED AS OF DATE: 20160802 DATE AS OF CHANGE: 20160802 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: Slovenski Sean CENTRAL INDEX KEY: 0001664028 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 161801942 MAIL ADDRESS: STREET 1: 701 COOL SPRINGS BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 4 1 doc1.xml FORM 4 X0306 4 2016-07-29 0 0000704415 HEALTHWAYS, INC HWAY 0001664028 Slovenski Sean 701 COOL SPRINGS BOULEVARD FRANKLIN TN 37067 0 1 0 0 President, Population Health Common Stock 2016-07-29 4 F 0 28336 16.84 D 33195 D Common Stock 2016-07-29 4 M 0 110109 A 143304 D Common Stock 2016-07-29 4 F 0 42036 16.84 D 101268 D Market Stock Units 2016-07-29 4 M 0 110109 0 D Common stock 110109 0 D 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"). 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. Prior to vesting, each MSU represented a contingent right to receive one share of common stock of Healthways, Inc. 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 2016-08-02