Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-22-013506
Date:2022-06-28
Issuer: TIVITY HEALTH, INC. (TVTY)
Original Submission Date:

Reporting Person:

BILBAO JOSEPH RAYMOND
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 1,139 d $32.50 28,452 direct
COMMON STOCK 2022-06-28 D 28,452 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
OPTION TO BUY 35.75 2022-06-28 deemed execution date D 1,477 (d) common stock 1,477 $35.75 0 direct
OPTION TO BUY 16.78 2022-06-28 deemed execution date D 14,939 (d) common stock 14,939 $16.78 0 direct
OPTION TO BUY 26.29 2022-06-28 deemed execution date D 9,273 (d) common stock 9,273 $26.29 0 direct
OPTION TO BUY 31.27 2022-06-28 deemed execution date D 9,524 (d) common stock 9,524 $31.27 0 direct
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 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.
f3 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.
f4 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.
f5 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.
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