Joseph Raymond Bilbao - Jun 28, 2022 Form 4 Insider Report for TIVITY HEALTH, INC. (TVTY)

Role
Chief Legal Officer
Signature
/s/ Joseph Raymond Bilbao
Stock symbol
TVTY
Transactions as of
Jun 28, 2022
Transactions value $
-$961,708
Form type
4
Date filed
6/29/2022, 05:17 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 -$37K -1.14K -3.85% $32.50 28.5K Jun 28, 2022 Direct F1, F2
transaction TVTY Common Stock Disposed to Issuer -$925K -28.5K -100% $32.50 0 Jun 28, 2022 Direct F1, F3

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 -1.48K -100% 0 Jun 28, 2022 Common Stock 1.48K $35.75 Direct F4, F5
transaction TVTY Option to Buy Disposed to Issuer -14.9K -100% 0 Jun 28, 2022 Common Stock 14.9K $16.78 Direct F4
transaction TVTY Option to Buy Disposed to Issuer -9.27K -100% 0 Jun 28, 2022 Common Stock 9.27K $26.29 Direct F4
transaction TVTY Option to Buy Disposed to Issuer -9.52K -100% 0 Jun 28, 2022 Common Stock 9.52K $31.27 Direct F4
* 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 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.
F3 Includes 10,232 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.
F4 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.
F5 Any such option with a per share exercise price that was equal to or greater than the per share merger consideration of $32.50 was cancelled by virtue of the merger without any payment to the reporting person.