Thomas E. Lewis - Jun 28, 2022 Form 4 Insider Report for TIVITY HEALTH, INC. (TVTY)

Role: Chief Operating Officer
Signature: /s/ Joseph Raymond Bilbao, by power of attorney for Thomas E. Lewis
Stock symbol: TVTY
Transactions as of: Jun 28, 2022
Transactions value $: -$2,095,503
Form type: 4
Date filed: 6/29/2022, 05:15 PM
Previous filing: May 11, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TVTY	Common Stock	Disposed to Issuer	-$2.1M	-64.5K	-100%	$32.50	0	Jun 28, 2022	Direct	F1, F2

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		+24.4K			0	Jun 28, 2022	Common Stock	24.4K	$16.78	Direct	F3
transaction	TVTY	Option to Buy	Disposed to Issuer		+18K			0	Jun 28, 2022	Common Stock	18K	$26.29	Direct	F3
transaction	TVTY	Option to Buy	Disposed to Issuer		+16.7K			0	Jun 28, 2022	Common Stock	16.7K	$31.27	Direct	F3

* 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	Includes 20,230 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.
F3	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.