Stephanie M. Davis - Jun 28, 2022 Form 4 Insider Report for TIVITY HEALTH, INC. (TVTY)

Role
Director
Signature
/s/ Joseph Raymond Bilbao by power of attorney for Stephanie M. Davis
Stock symbol
TVTY
Transactions as of
Jun 28, 2022
Transactions value $
-$69,648
Form type
4
Date filed
6/29/2022, 05:07 PM
Previous filing
Apr 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TVTY Common Stock Disposed to Issuer -$69.6K -2.14K -100% $32.50 0 Jun 28, 2022 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stephanie M. Davis 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 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.