Bradley S. Karro - Jun 28, 2022 Form 4 Insider Report for TIVITY HEALTH, INC. (TVTY)

Role
Director
Signature
/s/ Joseph Raymond Bilbao, by power of attorney for Bradley S. Karro
Stock symbol
TVTY
Transactions as of
Jun 28, 2022
Transactions value $
-$1,759,615
Form type
4
Date filed
6/29/2022, 05:02 PM
Previous filing
Oct 4, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TVTY Common Stock Disposed to Issuer -$1.76M -54.1K -100% $32.50 0 Jun 28, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TVTY Option to Buy Disposed to Issuer -15K -100% 0 Jun 28, 2022 Common Stock 15K $16.71 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bradley S. Karro 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.
F2 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.