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

Role
President and CEO, Director
Signature
/s/ Joseph Raymond Bilbao, by power of attorney for Richard M. Ashworth
Stock symbol
TVTY
Transactions as of
Jun 28, 2022
Transactions value $
-$26,097,858
Form type
4
Date filed
6/29/2022, 05:10 PM
Previous filing
Jun 2, 2022
Next filing
Apr 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TVTY Common Stock Options Exercise +349K +76.74% 803K Jun 28, 2022 Direct F1, F2
transaction TVTY Common Stock Disposed to Issuer -$4M -123K -15.33% $32.50 680K Jun 28, 2022 Direct F1, F3
transaction TVTY Common Stock Disposed to Issuer -$22.1M -680K -100% $32.50 0 Jun 28, 2022 Direct F1, F2, F4

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 Market Stock Units Options Exercise -150K -100% 0 Jun 28, 2022 Common Stock 349K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 market stock unit award granted under the Company's stock plans 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 that would have vested pursuant to the terms of such Company market stock unit award based on actual performance through the effective time of the merger, and (ii) the per share merger consideration of $32.50.
F3 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.
F4 Includes 51,923 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.