0001140361-16-078736.txt : 20160902 0001140361-16-078736.hdr.sgml : 20160902 20160902161421 ACCESSION NUMBER: 0001140361-16-078736 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160831 FILED AS OF DATE: 20160902 DATE AS OF CHANGE: 20160902 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: 161868842 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: Laughlin Conan CENTRAL INDEX KEY: 0001594068 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 161868843 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: 161868844 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 4 1 doc1.xml FORM 4 X0306 4 2016-08-31 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 0001594882 North Tide Capital Master, LP 500 BOYLSTON STREET SUITE 1860 BOSTON MA 02116 0 0 1 0 0001557543 NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET SUITE 1860 BOSTON MA 02116 0 0 1 0 Common Stock 2016-08-31 4 J 0 625000 25.01 D 4500000 I See Footnote Common Stock 2016-08-31 4 J 0 625000 25.01 A 4500000 I See Footnote North Tide Capital, LLC ("North Tide") serves as investment manager for North Tide Capital Master, LP (the "Master Fund"), as well as for another private investment fund and a managed account (together, the "Accounts"). Mr. Laughlin serves as manager of North Tide. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. Represents cross-trades between the Master Fund and the Accounts, in which the Master Fund disposed of and the Accounts acquired the reported shares. As of September 2, 2016, 3,500,000 shares were held for the account of the Master Fund, an aggregate of 1,000,000 shares were held for the account of the Accounts and all of such shares may be deemed beneficially owned by North Tide and Mr. Laughlin. /s/ NORTH TIDE CAPITAL, LLC by Conan Laughlin, Manager 2016-09-02 /s/ NORTH TIDE CAPITAL MASTER, LP, by North Tide Capital GP, LLC, Conan Laughlin, Manager 2016-09-02 /s/ Conan Laughlin, Individually 2016-09-02