Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-22-013497
Date:2022-06-28
Issuer: TIVITY HEALTH, INC. (TVTY)
Original Submission Date:

Reporting Person:

DAVIS STEPHANIE M.
701 COOL SPRINGS BLVD
FRANKLIN, TN 37067

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-06-28 D 2,143 d $32.50 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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.
f2 includes 1,720 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.
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