0001567619-19-017215.txt : 20190816 0001567619-19-017215.hdr.sgml : 20190816 20190816185237 ACCESSION NUMBER: 0001567619-19-017215 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190807 FILED AS OF DATE: 20190816 DATE AS OF CHANGE: 20190816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tully Daniel CENTRAL INDEX KEY: 0001777244 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 191034484 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Altaris Capital, L.P. CENTRAL INDEX KEY: 0001777203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 191034485 BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-931-0250 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Altaris Partners, LLC CENTRAL INDEX KEY: 0001777236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 191034486 BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-931-0250 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 3 1 doc1.xml FORM 3 X0206 3 2019-08-07 0 0000704415 TIVITY HEALTH, INC. TVTY 0001777244 Tully Daniel 701 COOL SPRINGS BLVD. FRANKLIN TN 37067 1 0 0 0 0001777203 Altaris Capital, L.P. 10 EAST 53RD STREET 31ST FLOOR NEW YORK NY 10022 1 0 0 0 0001777236 Altaris Partners, LLC 10 EAST 53RD STREET 31ST FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 4070840 I By Altaris Capital, L.P. Altaris Partners, LLC ("Altaris Partners") is the general partner of Altaris Capital, L.P. ("Altaris Capital"). Daniel Tully, who serves as a director of the Issuer, is a Manager of Altaris Partners. Daniel Tully, as a Manager of Altaris Partners, may be deemed to be the beneficial owner of the shares of Common Stock owned by Altaris Capital. Each of Altaris Capital and Altaris Partners may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is a director by deputization nor that either of them is otherwise subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Exhibit List: Exhibit 24.1 - Power of Attorney for Altaris Capital Exhibit 24.2 - Power of Attorney for Altaris Partners Exhibit 24.3 - Power of Attorney for Daniel Tully /s/ Mary Flipse by power of attorney for Altaris Capital, Altaris Partners and Daniel Tully 2019-08-16 EX-24.1 2 poa_altariscapital.htm POWER OF ATTORNEY FOR ALTARIS CAPITAL
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Adam Holland and Mary Flipse, signing singly, the undersigned's true and lawful attorney-in-fact to:
 
 

 (1)  
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Tivity Health, Inc. (the “Company”), any Form ID, or successor forms, and amendments thereto, for access codes to the Securities and Exchange Commission's EDGAR system, or any successor system, and any Forms 3, 4, and 5 and any other reports or forms the undersigned may be required to file in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
 

 (2)  
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or successor forms, or Form 3, 4, or 5, or any other reports or forms the undersigned may be required to file in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, complete and execute any amendment or amendments thereto, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
 

 (3)  
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
 
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of August, 2019.

ALTARIS CAPITAL, L.P.
By: Altaris Partners, LLC, its general partner

/s/ Daniel Tully
Signature

Daniel Tully
Name: Daniel Tully
Title: Manager

 EX-24.2 3 poa_altarispartners.htm POWER OF ATTORNEY FOR ALTARIS PARTNERS
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Adam Holland and Mary Flipse, signing singly, the undersigned's true and lawful attorney-in-fact to:
 
 

 (1)  
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Tivity Health, Inc. (the “Company”), any Form ID, or successor forms, and amendments thereto, for access codes to the Securities and Exchange Commission's EDGAR system, or any successor system, and any Forms 3, 4, and 5 and any other reports or forms the undersigned may be required to file in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
 

 (2)  
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or successor forms, or Form 3, 4, or 5, or any other reports or forms the undersigned may be required to file in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, complete and execute any amendment or amendments thereto, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
 

 (3)  
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
 
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of August, 2019.

ALTARIS PARTNERS, LLC


/s/ Daniel Tully
Signature

Daniel Tully
Name: Daniel Tully
Title: Manager
 EX-24.3 4 poa_tully.htm POWER OF ATTORNEY FOR DANIEL TULLY
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Adam Holland and Mary Flipse, signing singly, the undersigned's true and lawful attorney-in-fact to:
 
 

 (1)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Tivity Health, Inc. (the “Company”), any Form ID, or successor forms, and amendments thereto, for access codes to the Securities and Exchange Commission's EDGAR system, or any successor system, and any Forms 3, 4, and 5 and any other reports or forms the undersigned may be required to file in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
 

 (2)  
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or successor forms, or Form 3, 4, or 5, or any other reports or forms the undersigned may be required to file in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, complete and execute any amendment or amendments thereto, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
 

 (3)  
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
 
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of August, 2019.
 

/s/ Daniel Tully
Signature

 Daniel Tully
Print Name