UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Tivity Health, Inc. |
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(Name of Issuer) |
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Common Stock, par value $0.001 per share |
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(Title of Class of Securities) |
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88870R102 |
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(CUSIP Number) |
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Christopher M. McLean
HG Vora Capital Management, LLC
330 Madison Avenue, 20th Floor
New York, NY 10017
(212) 707-4300 |
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Jeffrey R. Katz
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7072 |
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February 25, 2020 |
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(Date of Event Which Requires Filing of this Statement) |
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
CUSIP NO.: 88870R102
(1) |
NAME OF REPORTING PERSON: HG Vora Capital Management, LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
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(7) |
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SOLE VOTING POWER: 4,750,000
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(8) |
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SHARED VOTING POWER: 0
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(9) |
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SOLE DISPOSITIVE POWER: 4,750,000
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(10) |
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SHARED DISPOSITIVE POWER: 0
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(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,750,000 |
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(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.86% |
(14) |
TYPE OF REPORTING PERSON: OO (Delaware limited liability
company)
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| Item 1. | Security and Issuer |
This Schedule 13D relates to the Common
Stock, par value $0.001 per share (the “Common Stock”), of Tivity Health, Inc., a Delaware (the “Issuer”).
The Issuer’s principal executive offices are located at 701 Cool Springs Boulevard, Franklin, TN 37067.
| Item 2. | Identity and Background |
(a) This Schedule
13D is being filed pursuant to §240.13d-1(f) by HG Vora Capital Management, LLC, a Delaware limited liability company (the
“Manager” or the “Reporting Person”), as investment manager of the HG Vora Special Opportunities Master
Fund, Ltd. (the “Fund”), a Cayman Islands exempted company, with respect to the shares of Common Stock directly owned
by the Fund. Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief
after making inquiry to the appropriate party.
All investment
and voting decisions for the Fund have been delegated to the Manager. In such capacity, the Manager may be deemed to beneficially
own the securities directly owned by the Fund. The Manager does not directly own any shares of Common Stock. The Manager
expressly disclaims beneficial ownership of the securities reported in this Schedule 13D except to the extent that it actually
exercises voting or dispositive power with respect to such securities.
(b) The
business office address of the Manager is 330 Madison Avenue, 20th Floor, New York, NY 10017.
(c) The principal
business of the Manager is to provide investment advisory services to the Fund.
(d) During the
last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or other minor
offenses).
(e) During the
last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The Manager
is organized under the laws of the state of Delaware.
| Item 3. | Source and Amount of Funds or Other Consideration |
The 4,750,000 shares
of Common Stock reported herein as being beneficially owned by the Reporting Person were acquired in the ordinary course of business
with working capital of the Fund set aside for the general purpose of investing.
| Item 4. | Purpose of Transaction. |
The Reporting Person entered into the Cooperation
Agreement (the “Cooperation Agreement”), which is attached hereto as Exhibit 1 and is incorporated by reference herein.
Subject to the Cooperation Agreement, the
Reporting Person will continue to evaluate its investment in the Issuer’s Common Stock and may further purchase, hold, vote,
trade, dispose or otherwise deal in the Common Stock, or any hedging or similar transaction with respect to, the Common Stock,
at times and in such manner as it deems advisable. Any such transactions, if they occur at all, may take place at any time and
without prior notice. As part of its evaluation, the Reporting Person will continue to monitor and assess the Issuer’s assets,
liabilities, capital structure, operating performance, business prospects, market valuation and other related matters, as well
as prevailing market conditions, alternative investment opportunities, liquidity requirements of the Reporting Person and other
investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Person may discuss
such matters with management or directors of the Issuer, other shareholders, industry analysts, industry participants, investment
and financing professionals, sources of credit and other investors. The Reporting Person may also take other actions with respect
to its investment in the Issuer as it deems appropriate, including, without limitation, seeking board representation, making proposals
to the Issuer concerning changes to the operations, strategy, capitalization, governance or ownership structure of the Issuer,
or changing its intentions with respect to any and all matters referred to in this Item 4.
Except for the foregoing, the Reporting
Person does not have, as of the date of this filing, any plans or proposals that relate to or would result in any of the actions
or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
(a) and (b). Set forth below is the
beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2.
| 1. | Manager – 4,750,000 shares of common stock, which represents 9.86% of the Issuer’s outstanding Common Stock. |
All percentages set forth in this Schedule
13D are based upon the Issuer’s 48,156,786 outstanding shares of Common Stock as reported in the Issuer’s 8-K filed
with the Securities and Exchange Commission on February 19, 2020.
(c) In the 60 days prior to this filing,
the following describes the Reporting Person’s purchase and sale activity in shares of Common Stock in the open market:
Trade Date |
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Shares Purchased
/(Sold) |
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Avg. Price of Shares Purchased
or Sold |
12/30/2019 |
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25,000 |
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20.06 |
12/31/2019 |
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75,000 |
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20.36 |
1/6/2020 |
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(450,000) |
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21.07 |
1/8/2020 |
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(100,000) |
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21.65 |
1/9/2020 |
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(200,000) |
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22.11 |
1/10/2020 |
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(275,000) |
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22.57 |
1/13/2020 |
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(300,000) |
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23.49 |
1/14/2020 |
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(175,000) |
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24.10 |
1/15/2020 |
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(500,000) |
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25.22 |
1/16/2020 |
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(250,000) |
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26.00 |
1/17/2020 |
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(250,000) |
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26.00 |
1/21/2020 |
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25,000 |
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24.92 |
1/22/2020 |
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25,000 |
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24.75 |
1/24/2020 |
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50,000 |
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24.04 |
1/27/2020 |
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100,000 |
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23.02 |
1/28/2020 |
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200,000 |
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22.94 |
1/29/2020 |
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150,000 |
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22.48 |
1/30/2020 |
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105,000 |
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21.97 |
1/31/2020 |
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220,000 |
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21.63 |
2/3/2020 |
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60,000 |
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21.48 |
2/5/2020 |
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(60,000) |
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22.91 |
2/7/2020 |
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700 |
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22.25 |
2/7/2020 |
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(700) |
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22.52 |
2/11/2020 |
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(125,000) |
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23.35 |
2/12/2020 |
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(250,000) |
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23.93 |
2/13/2020 |
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125,000 |
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23.21 |
2/14/2020 |
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125,000 |
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22.51 |
2/21/2020 |
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1,000,000 |
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11.90 |
2/24/2020 |
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750,000 |
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12.48 |
(d) and (e). Not applicable
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Except as set
forth in the Cooperation Agreement, which is attached hereto as Exhibit 1 and is incorporated by reference herein, the Reporting
Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect
to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 – Cooperation Agreement by and between the Reporting
Person and the Issuer, dated February 25, 2020.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 25, 2020
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HG VORA CAPITAL MANAGEMENT, LLC |
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By: |
/s/ Parag Vora |
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Name: |
Parag Vora |
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Title: |
Managing Member |
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