0001567619-22-013506.txt : 20220629 0001567619-22-013506.hdr.sgml : 20220629 20220629171741 ACCESSION NUMBER: 0001567619-22-013506 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220628 FILED AS OF DATE: 20220629 DATE AS OF CHANGE: 20220629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BILBAO JOSEPH RAYMOND CENTRAL INDEX KEY: 0001856566 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19364 FILM NUMBER: 221055576 MAIL ADDRESS: STREET 1: 701 COOL SPRINGS BLVD CITY: FRANKLIN STATE: TN ZIP: 37067 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: 8008695311 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 4 1 doc1.xml FORM 4 X0306 4 2022-06-28 0 0000704415 TIVITY HEALTH, INC. TVTY 0001856566 BILBAO JOSEPH RAYMOND 701 COOL SPRINGS BLVD FRANKLIN TN 37067 0 1 0 0 Chief Legal Officer Common Stock 2022-06-28 4 D 0 1139 32.50 D 28452 D Common Stock 2022-06-28 4 D 0 28452 32.50 D 0 D Option to Buy 35.75 2022-06-28 4 D 0 1477 D Common Stock 1477 0 D Option to Buy 16.78 2022-06-28 4 D 0 14939 D Common Stock 14939 0 D Option to Buy 26.29 2022-06-28 4 D 0 9273 D Common Stock 9273 0 D Option to Buy 31.27 2022-06-28 4 D 0 9524 D Common Stock 9524 0 D Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2022 (the "Merger Agreement"), by and among Tivity Health OpCo Parent, Inc. (f/k/a Titan-Atlas Parent, Inc.), a Delaware corporation ("Parent"), Titan-Atlas Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), and Tivity Health, Inc. (the "Company"), each share of common stock, par value $0.001 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $32.50. Disposed of pursuant to a unit subscription agreement between the reporting person, Tivity Health Holdings, LP ("Holdings") and Tivity Health Holdings GP LLC ("GP"), entered into in connection with the Merger Agreement, in exchange for equity interests of Holdings and GP having an equivalent value as of the effective date of the Merger based on the consideration payable in the Merger of $32.50 per share. Includes 10,232 restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock underlying such restricted stock unit award as of immediately prior to the effective time of the merger, and (ii) the per share merger consideration of $32.50. In accordance with the terms of the Merger Agreement, each option granted under the Company's stock plans to purchase shares of Company Common Stock, whether or not vested, that was outstanding as of immediately prior to the effective time of the merger was cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time, and (ii) the excess, if any, of the per share merger consideration of $32.50 over the exercise price per share of such option as of immediately prior to the effective time. Any such option with a per share exercise price that was equal to or greater than the per share merger consideration of $32.50 was cancelled by virtue of the merger without any payment to the reporting person. /s/ Joseph Raymond Bilbao 2022-06-29