ANTHONY MICHAEL SANFILIPPO - 28 Jun 2022 Form 4 Insider Report for TIVITY HEALTH, INC.

Role: Director
Signature: /s/ Joseph Raymond Bilbao by power of attorney for Anthony Sanfilippo
Issuer symbol: N/A
Transactions as of: 28 Jun 2022
Net transactions value: -$24,731,558
Form type: 4
Filing time: 29 Jun 2022, 16:52:45 UTC
Previous filing: 31 May 2022
Next filing: 01 Aug 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	TVTY	Common Stock	Disposed to Issuer	$15,854,800	-487,840	-100%	$32.50	28 Jun 2022	Direct	F1
transaction	TVTY	Common Stock	Disposed to Issuer	$487,500	-15,000	-100%	$32.50	28 Jun 2022	By Spouse as Trustee for Monarch Trust	F1
transaction	TVTY	Common Stock	Disposed to Issuer	$7,800,000	-240,000	-100%	$32.50	28 Jun 2022	By Self as Beneficiary of Vita Trust	F1
transaction	TVTY	Common Stock	Disposed to Issuer	$589,258	-18,131	-100%	$32.50	28 Jun 2022	By Self as Trustee for Sanfilippo Family Trust	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

ANTHONY MICHAEL SANFILIPPO is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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.

Content

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.