Basic Stats
| LEI | U5UKZMHGMOP0CPFG4B24 |
| CIK | 704415 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Themes ETF Trust - Themes US Infrastructure ETF
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| July 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 8, 2022 (July 2, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Co |
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| July 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-19364 Tivity Health, Inc. (Exact name of registrant as specified in its |
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| June 28, 2022 |
Amended and Restated Bylaws of the Company Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TIVITY HEALTH, INC. A Delaware Corporation Effective as of June 28, 2022 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation?s registered agent at such address shall be Corpora |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
Stone Point Capital Completes Acquisition of Tivity Health Exhibit 99.1 Stone Point Capital Completes Acquisition of Tivity Health NASHVILLE, Tenn. June 28, 2022 ? Tivity Health?, a leading provider of healthy, life-changing solutions, including SilverSneakers?, Prime? Fitness and WholeHealth Living?, today announced the completion of its acquisition by funds managed by Stone Point Capital for $32.50 per share in cash. Tivity Health?s common stock ceased |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2022 (June 28, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) ( |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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| June 28, 2022 |
Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TIVITY HEALTH, INC. The name of the corporation is Tivity Health, Inc. (hereinafter called the ?Corporation?). The address of the Corporation?s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Co |
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| June 23, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2022 (June 23, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) ( |
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| June 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?Preliminary Proxy Statement ?Confidential, for Use of the Commission Only (as |
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| May 24, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6( |
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| May 10, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Tivity Health, Inc. |
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| May 10, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tivity Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88870R102 (CUSIP Number) April 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2022 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2022 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ?Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2022 or ?Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Ex |
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| May 5, 2022 |
TIVITY HEALTH REPORTS FIRST QUARTER 2022 RESULTS Exhibit 99.1 TIVITY HEALTH REPORTS FIRST QUARTER 2022 RESULTS ??????????? NASHVILLE, Tenn. (May 5, 2022) - Tivity Health, Inc. (Nasdaq:TVTY) (the ?Company?), a leading provider of healthy life-changing solutions, including SilverSneakers?, today announced financial results for the first quarter ended March 31, 2022. Richard Ashworth, President and Chief Executive Officer, commented, ?Tivity Health |
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| May 5, 2022 |
Press Release dated May 5, 2022 Exhibit 99.1 TIVITY HEALTH REPORTS FIRST QUARTER 2022 RESULTS ??????????? NASHVILLE, Tenn. (May 5, 2022) - Tivity Health, Inc. (Nasdaq:TVTY) (the ?Company?), a leading provider of healthy life-changing solutions, including SilverSneakers?, today announced financial results for the first quarter ended March 31, 2022. Richard Ashworth, President and Chief Executive Officer, commented, ?Tivity Health |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number 000-19364 TIVITY |
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| April 6, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among TITAN-ATLAS PARENT, INC., TITAN-ATLAS MERGER SUB, INC., and TIVITY HEALTH, INC. Dated as of April 5, 2022 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Organizational Documents of the Surviving Corporation 3 Section 1.6 Directo |
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| April 6, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2022 (April 5, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) ( |
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| April 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2022 (April 5, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) ( |
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| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (a |
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| April 5, 2022 |
EXHIBIT 99.1 Tivity Health Announces Definitive Agreement to Be Acquired by Stone Point Capital for $32.50 Per Share in Cash Total Transaction Value of $2.0 Billion NASHVILLE, Tenn. April 5, 2022 ? Tivity Health? (Nasdaq: TVTY), a leading provider of healthy life-changing solutions, including SilverSneakers?, Prime? Fitness and WholeHealth Living?, today announced that it has entered into a defini |
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| April 5, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2022 (April 5, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) ( |
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| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2022 (April 5, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) ( |
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| February 25, 2022 |
Exhibit 10.28 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this ?Agreement?) is made and entered into on GRANT DATE (the ?Grant Date?), by and between TIVITY HEALTH, INC., a Delaware corporation (the ?Company?), and PARTICIPANT NAME (the ?Grantee?), under the Company?s Second Amended |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Exact |
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| February 25, 2022 |
Exhibit 21 SUBSIDIARY LIST As of February 25, 2022 NAME OF SUBSIDIARY STATE OR JURISDICTION OF ORGANIZATION OWNED BY OWNERSHIP PERCENTAGE Tivity Health Services, LLC DE Tivity Health, Inc. |
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| February 25, 2022 |
Exhibit 10.27 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2020 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this ?Agreement?) is made and entered into on GRANT DATE (the ?Grant Date?), by and between TIVITY HEALTH, INC., a Delaware corporation (the ?Company?), and PARTICIPANT NAME (the ?Grantee?), under the Company?s Second Ame |
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| February 24, 2022 |
Exhibit 99.1 TIVITY HEALTH DELIVERS STRONG FOURTH QUARTER AND FULL YEAR 2021 RESULTS ??????????? 2021 TOTAL SILVERSNEAKERS VISITS GROW BY 30% TO 61.9 MILLION ??????????? EXECUTING ON STRATEGY WITH LAUNCH OF MENTAL ENRICHMENT AND SOCIAL ENGAGEMENT SOLUTIONS ??????????? EXPECTS GROWTH IN REVENUE, EARNINGS AND CASH FLOW IN 2022 ??????????? NASHVILLE, Tenn. (February 24, 2022) - Tivity Health, Inc. (N |
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| February 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 24, 2022 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission F |
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| February 14, 2022 |
SC 13G/A 1 tvtya221422.htm MILLER VALUE PARTNERS, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tivity Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88870R102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2022 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission F |
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| February 11, 2022 |
Exhibit 10.1 TIVITY HEALTH, INC. SPECIAL INCENTIVE BONUS AWARD AGREEMENT This SPECIAL INCENTIVE BONUS AWARD AGREEMENT (the ?Agreement?), dated February 11, 2022 (the ?Grant Date?), is by and between Tivity Health, Inc., a Delaware corporation (the ?Company?), and Richard Ashworth (the ?Executive?). Terms not otherwise defined herein shall have the meanings given to them in the Executive?s employme |
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| February 10, 2022 |
TVTY / Tivity Health Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Tivity Health Inc. Title of Class of Securities: Common Stock CUSIP Number: 88870R102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? |
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| January 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 25, 2022 (January 20, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| January 25, 2022 |
Tivity Health Appoints Stephanie Davis Michelman to Board of Directors Exhibit 99.1 Tivity Health Appoints Stephanie Davis Michelman to Board of Directors NASHVILLE, Tenn. (January 24, 2022) ? Tivity Health, Inc. (Nasdaq: TVTY), a leading provider of health improvement solutions, announced today the appointment of Stephanie Davis Michelman as an independent director to its Board of Directors. Michelman, most recently Vice President/General Manager, of Bobbi Brown Cos |
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| January 12, 2022 |
President and Chief Executive Officer Richard Ashworth J.P. Morgan Healthcare Conference NASDAQ: TVTY January 13, 2022 Exhibit 99.1 Cautionary Note on Forward-Looking Statements 2 Note on Forward-Looking Statements This communication contains certain statements that are ?forward-looking? statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 19 |
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| January 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 12, 2022 (January 10, 2022) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2021 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. |
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| November 2, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2021 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 2, 2021 |
Exhibit 99.1 TIVITY HEALTH DELIVERS STRONG THIRD QUARTER 2021 RESULTS WITH YEAR OVER YEAR REVENUE GROWTH OF 32%; RAISES FULL YEAR GUIDANCE ??????????? CASH FLOW FROM OPERATIONS OF $28.8 MILLION, A YEAR OVER YEAR INCREASE OF 148% ??????????? SILVERSNEAKERS OFFERS INNOVATIVE VIRTUAL PROGRAMS EXPANDING THE BRAND INTO SOCIAL ENGAGEMENT AND MENTAL ENRICHMENT ??????????? ENHANCING CORE BUSINESS WITH A P |
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| September 27, 2021 |
Exhibit 10.1 SUMMARY PLAN DESCRIPTION for the Separation Benefits Program* for Section 16 Officers Effective as of September 22, 2021 * This program is a part of the Tivity Health, Inc. Health and Welfare Benefit Plan. Exhibit 10.1 Table of Contents i Introduction Tivity Health, Inc. (the ?Company?) maintains the Separation Benefits Program for Section 16 Officers2 (?Separation Benefits Program?), |
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| September 27, 2021 |
Tivity Health Announces $100 Million Share Repurchase Authorization Exhibit 99.1 Tivity Health Announces $100 Million Share Repurchase Authorization Nashville, Tenn., September 27, 2021 - Tivity Health, Inc. (Nasdaq: TVTY) (the ?Company?) announced today that its Board of Directors has authorized a $100 million share repurchase program. ?Tivity Health?s share repurchase program reflects the board of directors? confidence in the company?s performance and its abilit |
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| September 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2021 (September 22, 2021) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorp |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2021 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Exa |
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| August 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2021 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File |
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| August 4, 2021 |
Exhibit 99.1 TIVITY HEALTH DELIVERS STRONG SECOND QUARTER 2021 RESULTS WITH YEAR OVER YEAR REVENUE GROWTH OF 47% ??????????? TOTAL SILVERSNEAKERS VISITS GROW SEQUENTIALLY BY 24% TO 15.3 MILLION ??????????? INCREASES FINANCIAL FLEXIBILITY WITH NEW CREDIT FACILITIES ??????????? AFFIRMS FULL YEAR GUIDANCE ??????????? NASHVILLE, Tenn. (August 4, 2021) - Tivity Health, Inc. (Nasdaq:TVTY) (the ?Company? |
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| July 12, 2021 |
TVTY / Tivity Health Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Tivity Health Inc. Title of Class of Securities: Common Stock CUSIP Number: 88870R102 Date of Event Which Requires Filing of this Statement: June 30, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rul |
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| June 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2021 (June 30, 2021) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) ( |
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| June 30, 2021 |
Exhibit 10.1 CREDIT AGREEMENT Dated as of June 30, 2021 among Tivity Health, Inc., as Borrower, The Guarantors Party Hereto, The Lenders Party Hereto, Morgan Stanley Senior Funding, Inc., as General Administrative Agent, Term Loan Facility Administrative Agent and Collateral Agent and Truist Bank, as Revolving Facility Administrative Agent and Swingline lender Morgan Stanley Senior Funding, Inc. C |
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| May 20, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2021 (May 20, 2021) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Co |
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| May 7, 2021 |
Exhibit 10.1 October 4, 2018 Tommy Lewis Address on file Dear Tommy, We are delighted to confirm our offer to you to join Tivity Health! We anticipate your start date to be no later than October 12, 2018. Your role at Tivity Health will be SVP of Investor Relations and Transformation, reporting to Donato Tramuto. In this position, you will play a pivotal role in delivering on our purpose: To empow |
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| May 7, 2021 |
Exhibit 10.4 October 30, 2020 Ray Bilbao Address on file Dear Ray, I?m delighted to offer you the position with Tivity Health as SVP, General Counsel, reporting directly to me. The following compensation will apply: ? Effective December 1, 2020, your base salary will be $300,000.00, or $11,538.46 payable bi?weekly, which represents an increase of $30,000.00 (?Base Salary Increase?) over your curre |
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| May 7, 2021 |
Exhibit 10.10 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTORS) This 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated GRANT DATE (?Grant Date?), is by and between Tivity Health, Inc., a Delaware corporation (the "Company"), and PARTICIPANT NAME (the "Director"), under the Company's Second Amended and |
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| May 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ?Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2021 or ?Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Ex |
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| May 7, 2021 |
Exhibit 10.9 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT This 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), dated GRANT DATE (the ?Grant Date?), is by and between Tivity Health, Inc., a Delaware corporation (the ?Company?), and PARTICIPANT NAME (the ?Grantee?), under the Company?s Second Amended and Restated 2 |
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| May 7, 2021 |
Exhibit 10.5 CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), dated as of the date signed by the Executive whose name appears on the signature page of this Agreement (the “Executive”) is made by and between the Executive and Tivity Health, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company has determined that it is in the best interests of the Compan |
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| May 7, 2021 |
Exhibit 10.7 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTORS) This 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated GRANT DATE (?Grant Date?), is by and between Tivity Health, Inc., a Delaware corporation (the "Company"), and PARTICIPANT NAME (the "Director"), under the Company's Second Amended and R |
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| May 7, 2021 |
EX-10.2 3 tvty-ex102444.htm EX-10.2 Exhibit 10.2 April 1, 2019 Tommy Lewis Address on file Dear Tommy, This letter agreement serves to amend your original offer letter dated October 4, 2018 (“Offer Letter”) by extending the duration of the termination benefits outlined in the addendum to the Offer Letter from six months to one year. An amended and restated addendum immediately follows. All other t |
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| May 7, 2021 |
Exhibit 10.6 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT This 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), dated GRANT DATE (the ?Grant Date?), is by and between Tivity Health, Inc., a Delaware corporation (the ?Company?), and PARTICIPANT NAME (the ?Grantee?), under the Company?s Second Amended and Restated 2 |
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| May 7, 2021 |
Exhibit 10.8 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT This 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), dated GRANT DATE (the ?Grant Date?), is by and between Tivity Health, Inc., a Delaware corporation (the ?Company?), and PARTICIPANT NAME (the ?Grantee?), under the Company?s Second Amended and Restated 2 |
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| May 7, 2021 |
EX-10.3 4 tvty-ex103445.htm EX-10.3 Exhibit 10.3 October 30, 2020 Tommy Lewis Address on file Dear Tommy, I'm delighted to confirm your position with Tivity Health as SVP, Chief Operating Officer, reporting directly to me. The following compensation will apply: • Effective December 1, 2020, your base salary will be $380,000.00, or $14,615.38 payable bi-weekly, which represents an increase of $30,0 |
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| May 5, 2021 |
EX-99.1 2 tvty-ex9917.htm EX-99.1, PRESS RELEASE Exhibit 99.1 TIVITY HEALTH DELIVERS STRONG RESULTS FOR FIRST QUARTER 2021 WITH 141% YEAR OVER YEAR INCREASE IN INCOME FROM CONTINUING OPERATIONS ——————————— RAISING FULL YEAR GUIDANCE FOR REVENUE AND ADJUSTED EBITDA ——————————— VIRTUAL SILVERSNEAKERS VISITS GROW 50% SEQUENTIALLY TO OVER 1.2 MILLION IN THE FIRST QUARTER ——————————— FIRST QUARTER SILV |
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| May 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2021 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 6, 2021 |
DEFA14A 1 tvty-defa14a20210520.htm TIVITY HEALTH DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Sta |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as |
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| March 2, 2021 |
EX-10.47 4 tvty-ex1047503.htm EX-10.47 Exhibit 10.47 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN DEFERRED STOCK UNIT AWARD AGREEMENT (DIRECTORS) This DEFERRED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated GRANT DATE (“Grant Date”), is by and between Tivity Health, Inc., a Delaware corporation (the "Company"), and PARTICIPANT NAME (the "Director"), under the Comp |
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| March 2, 2021 |
EX-21 5 tvty-ex218.htm EX-21 Exhibit 21 SUBSIDIARY LIST As of March 2, 2021 NAME OF SUBSIDIARY STATE OR JURISDICTION OF ORGANIZATION OWNED BY OWNERSHIP PERCENTAGE Tivity Health Services, LLC DE Tivity Health, Inc. 100% Tivity Health International, Inc. DE Tivity Health, Inc. 100% Ascentia Health Care Solutions, LLC DE Tivity Health Services, LLC 100% Tivity Health Support, LLC DE Tivity Health Ser |
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| March 2, 2021 |
Separation Agreement by and between the Company and Mary Flipse, dated November 2, 2020 EX-10.45 2 tvty-ex1045504.htm EX-10.45 Exhibit 10.45 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is made and entered into, effective November 2, 2020, by and between Mary S. Flipse (“I” or “me”) and Tivity Health, Inc. (“Company”), the Company and I are hereinafter referred to as “Parties” and each of us a “Party.” WHEREAS, I desire to settl |
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| March 2, 2021 |
EX-10.46 3 tvty-ex1046563.htm EX-10.46 Exhibit 10.46 TIVITY HEALTH, INC. DIRECTOR DEFERRED COMPENSATION PROGRAM The purpose of this document is to set forth the general terms and conditions applicable to the Tivity Health, Inc. Director Deferred Compensation Program (as amended, the “Program”) established by the Board of Directors (the “Board”) of Tivity Health, Inc. (the “Company”) pursuant to th |
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| March 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2020 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Exact |
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| February 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 24, 2021 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission F |
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| February 24, 2021 |
Exhibit 99.1 TIVITY HEALTH DELIVERS SOLID RESULTS FOR FOURTH QUARTER AND FULL YEAR 2020; PROVIDES 2021 FINANCIAL GUIDANCE WITH GROWTH IN REVENUE AND EARNINGS ??????????? 2020 VIRTUAL VISITS OF 1.7 MILLION GREW SEQUENTIALLY BY 63% IN THE FOURTH QUARTER ??????????? ANNOUNCES STRATEGY TO EXPAND BEYOND FITNESS AND GYM ACCESS TO A MEMBER-CENTRIC PLATFORM ENGAGEMENT COMPANY ??????????? STRONG BALANCE SH |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tivity Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88870R102 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Tivity Health Inc. Title of Class of Securities: Common Stock CUSIP Number: 88870R102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ |
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| January 22, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tivity Health, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 88870R102 (CUSIP Number) January 21, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2021 (January 11, 2021) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| January 11, 2021 |
EX-99.1 2 tvty-ex99115.htm EX-99.1 President and Chief Executive Officer Richard Ashworth J.P. Morgan Healthcare Conference NASDAQ: TVTY January 14, 2021 Exhibit 99.1 Cautionary Note on Forward-Looking Statements Note on Forward-Looking Statements This communication contains certain statements that are “forward-looking” statements within the meaning of the federal securities laws, including Sectio |
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| December 15, 2020 |
TIVITY HEALTH, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) Exhibit 99.2 Effective December 9, 2020, Tivity Health, Inc. (the "Company" or "TVTY") completed the sale (“Sale”) of its Nutrition segment ("Nutrition Business") to Kainos NS Holdings LP (“Parent”) and KNS Acquisition Corp., an indirect wholly owned subsidiary of Parent (“Kainos”), pursuant to terms of the previously announced Stock Purchase Agreement ("Purchase Agreement") among the Company, Par |
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| December 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2020 (December 9, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorpora |
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| December 15, 2020 |
Exhibit 99.1 Tivity Health Completes Divestiture of Nutrition Business Company Focused on Core Healthcare Business, Strategic Growth Opportunities NASHVILLE, Tenn. (December 9, 2020) – Tivity Health (Nasdaq: TVTY) announced today that it has completed the divestiture of its Nutrition Business, which includes Nutrisystem® and South Beach Diet®, to Kainos Capital, a leading food and consumer-focused |
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| November 6, 2020 |
UNITED STATES DISTRICT COURT MIDDLE district of TENNESSEE NASHVILLE DIVISION Exhibit 99.2 UNITED STATES DISTRICT COURT MIDDLE district of TENNESSEE NASHVILLE DIVISION in re tivity health, inc. stockholder derivative litigation Case No. 3:18-cv-00087 (Consolidated with No. 3:18-cv-00797) Chief Judge Crenshaw This Document Relates To: All Actions NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR TO: ALL CURRE |
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| November 6, 2020 |
UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION Exhibit 99.1 UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION IN RE TIVITY HEALTH, INC. STOCKHOLDER DERIVATIVE LITIGATION Case No. 3:18-cv-00087 (Consolidated with No. 3:18-cv-00797) STIPULATION OF SETTLEMENT Chief Judge Crenshaw This Document Relates To: All Actions This Stipulation of Settlement, dated October 9, 2020 (the "Stipulation"), is made and entered into by a |
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| November 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2020 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. |
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| November 6, 2020 |
Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2020 (November 6, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| November 5, 2020 |
Exhibit 99.1 TIVITY HEALTH DELIVERS STRONG RESULTS FOR THIRD QUARTER 2020 ——————————— DIGITAL VISITS SURPASS ONE MILLION YEAR-TO-DATE ——————————— 2021 HEALTH PLAN CONTRACT RENEWALS AT 99% ——————————— NUTRITION DIVESTITURE WILL STRENGTHEN THE BALANCE SHEET AND ENABLE FOCUS AND INVESTMENT IN THE HEALTHCARE BUSINESS NASHVILLE, Tenn. (November 5, 2020) - Tivity Health, Inc. (NASDAQ:TVTY), today announ |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2020 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 5, 2020 |
Tivity Health November 5, 2020 Q3 2020 Earnings Release Supplemental Material Exhibit 99. |
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| November 3, 2020 |
Financial Statements and Exhibits - TIVITY HEALTH FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2020 (November 2, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| October 19, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2020 (October 18, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| October 19, 2020 |
EX-99.1 3 tvty-ex99124.htm EX-99.1 Exhibit 99.1 Tivity Health Announces Sale of Nutrition Business Tivity Health to Become the Modern Destination for Healthy Living, with a Focus on Senior and Older Adult Fitness and Social Engagement Solutions Spanning In-Person and Digital Offerings at Scale NASHVILLE, Tenn. (October 19, 2020) – Tivity Health, Inc. (NASDAQ: TVTY), a leading provider of fitness, |
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| October 19, 2020 |
EX-2.1 2 tvty-ex2140.htm EX-2.1 Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT by and between TIVITY HEALTH, INC., KAINOS NS HOLDINGS LP and KNS ACQUISITION CORP. Dated as of October 18, 2020 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE 1 1.01 Purchase and Sale of Stock1 1.02 The Closing1 1.03 Purchase Price2 1.04 Purchase Price Adjustment2 1.05 Payment of Purchase Price2 1.06 Certai |
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| September 3, 2020 |
TVTY / Tivity Health, Inc. / Altaris Capital, L.P. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Tivity Health, Inc. (Name of Issuer) Common Stock - $.001 par value per share (Title of Class of Securities) 88870R102 (CUSIP Number) Altaris Capital, L.P. 10 East 53rd Street, 31st Floor New York, New York 10022 Telephone: (212) 931-0250 Copy to: Steve Isaacs, Esq. S |
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| September 1, 2020 |
Tivity Health Announces Resignation of Board Director Daniel G. Tully Tivity Health Announces Resignation of Board Director Daniel G. Tully NASHVILLE, Tenn. (September 1, 2020) – Tivity Health (Nasdaq: TVTY) today announced the resignation of Daniel G. Tully from its Board of Directors. Tully is a co-founder and managing director at Altaris Capital Partners, an investment firm focused exclusively on the healthcare industry, and has served on the Tivity Health Board |
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| September 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 1, 2020 (September 1, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorpor |
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| August 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2020 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Exa |
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| August 5, 2020 |
EX-99.1 2 tvty-ex99124.htm EX-99.1 Exhibit 99.1 TIVITY HEALTH REPORTS STRONG SECOND-QUARTER 2020 RESULTS ——————————— NUTRISYSTEM BRAND DTC REVENUE INCREASED 6% OVER THE PRIOR YEAR DRIVEN BY HIGHEST NEW PROGRAM STARTS IN A DECADE ——————————— GENERATED $83.9 MILLION IN CASH FLOW FROM OPERATIONS LED BY SOLID ADJUSTED EBITDA PERFORMANCE IN THE HEALTHCARE DIVISION ——————————— ONGOING EXPLORATION OF STR |
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| August 5, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2020 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File |
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| August 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2020 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File |
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| June 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 29, 2020 (June 25, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) ( |
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| June 19, 2020 |
Tivity Health, Inc. 701 Cool Springs Boulevard Franklin, TN 37067 June 19, 2020 Via EDGAR Transmission and E-mail U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Ameen Hamady Nudrat Salik Re: Tivity Health, Inc. (the “Registrant”) Form 10-K for the Year Ended December 31, 2019 Filed February 27, 2 |
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| June 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2020 (June 1, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Co |
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| May 22, 2020 |
Tivity Health Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4) Exhibit 99.2 Tivity Health Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4) NASHVILLE, Tenn. (May 22, 2020) - Tivity Health, Inc. (Nasdaq: TVTY), a leading provider of fitness, nutrition and social engagement solutions, announced today that, in connection with the appointment of Richard Ashworth as President and Chief Executive Officer, effective June 1, 2020, the Company entered in |
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| May 22, 2020 |
Exhibit 10.2 TIVITY HEALTH, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and Richard M. Ashworth (the “Grantee”). Terms not otherwise defined herein shall have the meanings given to them in the Grantee’s Employment Agreement, dated May 20, 202 |
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| May 22, 2020 |
Exhibit 10.3 TIVITY HEALTH, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and Richard M. Ashworth (the “Grantee”). Terms not otherwise defined herein shall have the meanings given to them in the Grantee’s Employment Agreement, dated May 20, 202 |
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| May 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2020 (May 20, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Co |
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| May 22, 2020 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated May 20, 2020 (the “Effective Date”), is by and between Tivity Health, Inc., a Delaware corporation (“Company”), and Richard M. Ashworth (“Executive”). WHEREAS, the Company desires to employ the Executive as Chief Executive Officer (“CEO”) of the Company, and the Executive desires to hold such position upon the te |
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| May 22, 2020 |
Exhibit 10.4 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN MARKET STOCK UNIT AWARD AGREEMENT This MARKET STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and Richard M. Ashworth (the “Grantee”), under the Company's Second Amended and Restated 2014 Stock Incentive Plan (the “Pla |
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| May 22, 2020 |
Exhibit 99.1 Tivity Health Appoints Healthcare Industry Veteran Richard Ashworth President and CEO Healthcare leader brings wealth of operational, consumer and business development experience NASHVILLE, Tenn., (May 21, 2020) - Tivity Health®, Inc. (Nasdaq: TVTY), a leading provider of fitness, nutrition and social engagement solutions, announced today that its Board of Directors has appointed Rich |
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| May 22, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2020 (May 21, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Co |
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| May 13, 2020 |
TVTY / Tivity Health, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Tivity Health, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 88870R102 (CUSIP Number) Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 20th Floor New York, NY 10017 (212) 707-4300 |
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| May 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as |
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| May 11, 2020 |
TVTY / Tivity Health, Inc. / Hudson Executive Capital LP - AMENDMENT NO. 3 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Tivity Health, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) Michael D. Pinnisi Hudson Executive Capital LP 570 Lexington Avenue, 35th Floor New York, NY 10022 (212) 521-8495 with a copy to: R |
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| May 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2020 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Ex |
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| May 8, 2020 |
Separation Agreement by and between the Company and Dawn M. Zier, dated December 4, 2019 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT Tivity Health, Inc. and its subsidiaries (collectively, the “Company”) and Dawn M. Zier (“Executive”) (together, the “Parties”) enter into this Separation and Release Agreement (“Agreement”) as of the date shown below Executive’s signature on the last page of this Agreement. RECITALS WHEREAS, Executive has been employed by the Company as the President |
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| May 8, 2020 |
Release and Waiver by and between the Company and Dawn M. Zier, dated December 4, 2019 Exhibit 10.2 Release and Waiver In consideration of the payments and other benefits set forth in Section 2 and Section 3 of the Separation and Release Agreement dated December 4, 2019 to which this form is attached (the “Separation Agreement”), Dawn M. Zier (“Executive”), hereby furnishes Tivity Health, Inc. (the “Company”), with the following release and waiver (“Release and Waiver”). In exchange |
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| May 8, 2020 |
Exhibit 10.5 TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2020 RESTRICTED STOCK UNIT RETENTION AWARD AGREEMENT This 2020 RESTRICTED STOCK UNIT RETENTION AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and PARTICIPANT NAME (the “Grantee”), under the Company’s Second Amended and Restated |
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| May 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2020 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 6, 2020 |
Exhibit 99.1 TIVITY HEALTH REPORTS FIRST-QUARTER 2020 RESULTS ——————————— GENERATED $47 MILLION IN CASH FLOW FROM OPERATIONS IN THE QUARTER ——————————— ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES FOR NUTRITION SEGMENT NASHVILLE, Tenn. (May 6, 2020) - Tivity Health, Inc. (NASDAQ:TVTY) today announced financial results for the first quarter ended March 31, 2020. “Both our Healthcare and Nutritio |
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| April 20, 2020 |
Exhibit 3.1 TIVITY HEALTH, INC. AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED BYLAWS 1. The Second Amended and Restated Bylaws of Tivity Health, Inc. (as amended, the “Bylaws”) are hereby amended by adding new Article XII, as follows: “ARTICLE XII. FORUM FOR ADJUDICATION OF CERTAIN DISPUTES (a)Unless the Corporation, in writing, selects or consents to the selection of an alternative forum, the so |
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| April 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 20, 2020 (April 16, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) |
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| April 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2020 (April 13, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) |
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| April 7, 2020 |
TVTY / Tivity Health, Inc. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as |
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| April 7, 2020 |
TVTY / Tivity Health, Inc. DEF 14A - - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as |
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| March 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 16, 2020 (March 16, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) |
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| March 16, 2020 |
Tivity Health Appoints Erin L. Russell and Anthony M. Sanfilippo to Board of Directors Exhibit 99.1 Investor Relations Contact: Media Relations Contact: Bob East, Westwicke Jill Meyer, Tivity Health (443) 213-0500 [email protected] [email protected] Tivity Health Appoints Erin L. Russell and Anthony M. Sanfilippo to Board of Directors NASHVILLE, Tenn., March 16, 2020 – Tivity Health® (Nasdaq: TVTY), a leading provider of nutrition, fitness and social engagement solution |
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| March 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Tivity Health, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) Michael D. Pinnisi Hudson Executive Capital LP 570 Lexington Avenue, 35th Floor New York, NY 10022 (212) 521-8495 with a copy to: R |
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| March 13, 2020 |
Schedule of Transactions in Shares EXHIBIT 4 Schedule of Transactions in Shares The following table sets forth all transactions with respect to Shares effected by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares since Amendment No. |
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| February 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Exact |
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| February 27, 2020 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Tivity Health, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. In this Exhibit 4.2, when we refer to the “Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean Tivi |
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| February 27, 2020 |
Exhibit 21 SUBSIDIARY LIST As of February 27, 2020 NAME OF SUBSIDIARY STATE OR JURISDICTION OF ORGANIZATION OWNED BY OWNERSHIP PERCENTAGE Tivity Health Services, LLC DE Tivity Health, Inc. |
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| February 27, 2020 |
Exhibit 3.4 SECOND AMENDED AND RESTATED BYLAWS OF TIVITY HEALTH, INC. ARTICLE I. OFFICES The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to |
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| February 25, 2020 |
Tivity Health Announces Agreement with Stockholder to Add New Directors EX-99.1 Exhibit 99.1 Investor Relations Contact: Media Relations Contact: Bob East, Westwicke Jill Meyer, Tivity Health (443) 213-0500 [email protected] [email protected] Tivity Health Announces Agreement with Stockholder to Add New Directors NASHVILLE, Tenn., February 25, 2020 — Tivity Health® (Nasdaq: TVTY), a leading provider of nutrition, fitness and social engagement solutions, t |
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| February 25, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 25, 2020 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission F |
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| February 25, 2020 |
EX-3.1 Exhibit 3.1 TIVITY HEALTH, INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BYLAWS 1. Article III, Section 3.2 of Tivity Health, Inc.’s Second Amended and Restated Bylaws (the “Bylaws”) is hereby deleted in its entirety and the following Article III, Section 3.2 is hereby inserted in lieu thereof: “3.2 Number; Term. The Board of Directors shall consist of no fewer than five (5) nor more |
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| February 25, 2020 |
EX-10.1 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of February 25, 2020, is by and among HG Vora Capital Management, LLC (“HG Vora”) and Tivity Health, Inc., a Delaware corporation (the “Company”). WHEREAS, HG Vora beneficially owns 4,750,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”); WHEREAS, the Board of |
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| February 25, 2020 |
TVTY / Tivity Health, Inc. / HG Vora Capital Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Tivity Health, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 88870R102 (CUSIP Number) Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 20th Floor New York, NY 10017 (212) 707-4300 (Name, Address and T |
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| February 25, 2020 |
Exhibit 1 Execution COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of February 25, 2020, is by and among HG Vora Capital Management, LLC (“HG Vora”) and Tivity Health, Inc. |
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| February 24, 2020 |
Schedule of Transactions in Shares EX-99.3 2 d857801dex993.htm EX-3 EXHIBIT 3 Schedule of Transactions in Shares The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 pm, New York City time, on February 24, 2020. Tivity Health, Inc. Trade Date T |
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| February 24, 2020 |
Amendment No. 1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Tivity Health, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) Michael D. Pinnisi Hudson Executive Capital LP 570 Lexington Avenue, 35th Floor New York, NY 10022 |
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| February 20, 2020 |
TVTY / Tivity Health, Inc. / Altaris Capital, L.p. Activist Investment SC 13D/A 1 x13da20200220.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Tivity Health, Inc. (Name of Issuer) Common Stock - $.001 par value per share (Title of Class of Securities) 88870R102 (CUSIP Number) Altaris Capital, L.P. 10 East 53rd Street, 31st Floor New York, New York 10022 Telephone: (212) 931-0250 |
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| February 19, 2020 |
Exhibit 99.1 Investor Relations Contact: Bob East, Westwicke (443) 213-0500 [email protected] TIVITY HEALTH REPORTS FOURTH-QUARTER AND FISCAL YEAR 2019 RESULTS ——————————— REPORTS REVENUES OF APPROXIMATELY $273 MILLION FOR THE QUARTER AND $1.13 BILLION FOR THE YEAR ——————————— ANNOUNCES FINANCIAL GUIDANCE FOR 2020 NASHVILLE, Tenn. (February 19, 2020) - Tivity Health, Inc. (NASDAQ:TVTY) today an |
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| February 19, 2020 |
Exhibit 10.1 AMENDMENT TO COOPERATION AGREEMENT This Amendment to Cooperation Agreement (this “Amendment”), dated as of February 18, 2020, is by and among Tivity Health, Inc., a Delaware corporation (the “Company”), and Altaris Capital, L.P., Altaris Partners, LLC, George Aitken-Davies and Daniel Tully (collectively, the “Altaris Group”). RECITALS A. The Company and the Altaris Group entered into |
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| February 19, 2020 |
Exhibit 99.2 Tivity Health Announces Departure of CEO Donato J. Tramuto and Appoints Healthcare Veteran as Interim CEO • Director Bob Greczyn Named Interim CEO While Board Conducts Comprehensive Search to Identify Next CEO • Current COO Tommy Lewis Appointed Interim President of the Nutrition Business Unit • Director Ben Kirshner to Provide Board Support for Nutrition Business Unit Digital Marketi |
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| February 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 19, 2020 (February 18, 2020) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorpor |
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| February 14, 2020 |
TVTY / Tivity Health, Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Tivity Health, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Sch |
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| February 14, 2020 |
TVTY / Tivity Health, Inc. / LMM LLC - MILLER VALUE PARTNERS, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tivity Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88870R102 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] |
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| February 14, 2020 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2020 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2020 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| February 13, 2020 |
TVTY / Tivity Health, Inc. / HG Vora Capital Management, LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tivity Health, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 88870R102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 10, 2020 |
TVTY / Tivity Health, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Tivity Health Inc Title of Class of Securities: Common Stock CUSIP Number: 88870R102 Date of Event Which Requires Filing of this Statement: January 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R |
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| February 10, 2020 |
TVTY / Tivity Health, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Tivity Health Inc Title of Class of Securities: Common Stock CUSIP Number: 88870R102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R |
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| December 19, 2019 |
EX-1 EXHIBIT 1 Joint Filing Agreement The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of the Company named herein, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. |
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| December 19, 2019 |
Schedule of Transactions in Shares EX-2 EXHIBIT 2 Schedule of Transactions in Shares The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 pm, New York City time, on December 19, 2019. |
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| December 19, 2019 |
HWAY / Healthways, Inc. / Hudson Executive Capital LP - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Tivity Health, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) Michael D. Pinnisi Hudson Executive Capital LP 570 Lexington Avenue, 35th Floor New York, NY 10022 (212) 521-8495 with a copy to: Richard M. B |
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| December 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2019 (December 4, 2019) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| November 12, 2019 |
Tivity Health Q3 2019 Earnings Release Supplemental Material November 12, 2019 Exhibit 99. |
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| November 12, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2019 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission F |
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| November 12, 2019 |
Exhibit 99.1 Investor Relations Contact: Tommy Lewis, Chief Transformation Officer & Chief of Staff to the CEO (615) 614-4576 [email protected] TIVITY HEALTH REPORTS THIRD-QUARTER 2019 RESULTS ——————————— REPORTS REVENUES OF $303.9 MILLION ——————————— STRONG CASH FLOW RESULTS IN CUMULATIVE TERM LOAN REPAYMENTS OF $105 MILLION AS OF SEPTEMBER 30 ——————————— REAFFIRMS FINANCIAL GUI |
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| November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2019 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. |
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| November 12, 2019 |
Exhibit 10.1 CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), dated as of September 13, 2016 is by and between Healthways, Inc., a Delaware corporation (the “Company”), and Steve Janicak (the “Executive”). WHEREAS, the Company desires to employ Executive in the position of Chief Growth Officer; and WHEREAS, the Company has determined that it is in the best interests |
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| August 8, 2019 |
EX-10.4 4 tvty-ex104166.htm EX-10.4 Exhibit 10.4 TIVITY HEALTH, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2019 RESTRICTED STOCK UNIT AWARD AGREEMENT This 2019 RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and PARTICIPANT NAME (the “Grantee”), under the Company’s Amended and Restate |
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| August 8, 2019 |
Exhibit 10.3 TIVITY HEALTH, INC. NUTRISYSTEM STOCK INCENTIVE PLAN 2019 RESTRICTED STOCK UNIT AWARD AGREEMENT This 2019 RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and PARTICIPANT NAME (the “Grantee”), under the Company’s Nutrisystem Stock Incentive Plan (the “Plan”). Terms not otherwise de |
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| August 8, 2019 |
Exhibit 10.2 TIVITY HEALTH, INC. NUTRISYSTEM STOCK INCENTIVE PLAN 2019 PERFORMANCE STOCK UNIT AWARD AGREEMENT (Legacy Nutrisystem) This 2019 PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE (the “Grant Date”), is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and GRANTEE (the “Grantee”), under the Company’s Nutrisystem Stock Incentive Plan (th |
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| August 8, 2019 |
Exhibit 10.6 TIVITY HEALTH, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2019 INTEGRATION BONUS PERFORMANCE STOCK UNIT AWARD AGREEMENT This 2019 INTEGRATION BONUS PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated April 15, 2019 (the “Grant Date”), is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and GRANTEE (the “Grantee”), under the Company’s Ame |
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| August 8, 2019 |
EX-10.5 5 tvty-ex105167.htm EX-10.5 Exhibit 10.5 TIVITY HEALTH, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 2019 PERFORMANCE STOCK UNIT AWARD AGREEMENT (Legacy Tivity Health) This 2019 PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE (the “Grant Date”), is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and GRANTEE (the “Grantee”), unde |
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| August 8, 2019 |
Quarterly Report - TIVITY HEALTH FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2019 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Exa |
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| August 7, 2019 |
Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of August 7, 2019, is by and among the natural persons and entities listed on Schedule A (collectively, the “Altaris Group,” and individually a “member” of the Altaris Group) and Tivity Health, Inc., a Delaware corporation (the “Company”). WHEREAS, the Altaris Group beneficially owns 4,070,840 shares of the |
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| August 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2019 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File |
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| August 7, 2019 |
Tivity Health Q2 2019 Earnings Release Supplemental Material August 7, 2019 Exhibit 99. |
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| August 7, 2019 |
Exhibit 99.1 Investor Relations Contact: Tommy Lewis, Chief Transformation Officer & Chief of Staff to the CEO (615) 614-4576 [email protected] TIVITY HEALTH REPORTS SECOND-QUARTER 2019 RESULTS ——————————— REPORTS REVENUES OF $340.4 MILLION ——————————— REPAID $90 MILLION IN DEBT AS OF JULY 31, ONE YEAR AHEAD OF REQUIRED SCHEDULE ——————————— UPDATES FINANCIAL GUIDANCE FOR 2019 ——— |
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| August 7, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2019 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission File |
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| August 7, 2019 |
HWAY / Healthways, Inc. / Altaris Capital, L.p. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Tivity Health, Inc. (Name of Issuer) Common Stock - $.001 par value per share (Title of Class of Securities) 88870R102 (CUSIP Number) Altaris Capital, L.P. 10 East 53rd Street, 31st Floor New York, New York 10022 Telephone: (212) 931-0250 Copy to: Steve Isaacs, Esq. |
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| July 1, 2019 |
HWAY / Healthways, Inc. / Altaris Capital, L.p. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* Tivity Health, Inc. (Name of Issuer) Common Stock - $.001 par value per share (Title of Class of Securities) 88870R102 (CUSIP Number) Altaris Capital, L.P. 10 East 53rd Street, 31st Floor New York, New York 10022 Telephone: (212) 931-0250 Copy to: Steve Isaacs, Esq. Sc |
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| May 24, 2019 |
TVTY / Tivity Health, Inc. S-8 - - TIVITY S-8 As filed with the Securities and Exchange Commission on May 24, 2019 Registration No. |
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| May 24, 2019 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2019 (May 23, 2019) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Co |
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| May 24, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2019 (May 24, 2019) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission |
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| May 24, 2019 |
Exhibit 99.1 Explanatory Note Set forth below in this Exhibit 99.1 are the historical audited consolidated balance sheets of Nutrisystem, Inc. and subsidiaries as of December 31, 2018 and 2017 and the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years ended December 31, 2018, 2017 and 2016. Report of Independent Regi |
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| May 24, 2019 |
TIVITY HEALTH AND NUTRISYSTEM UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.2 TIVITY HEALTH AND NUTRISYSTEM UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On March 8, 2019, Tivity Health, Inc. (“Tivity Health” or the “Company”) completed the acquisition of Nutrisystem, Inc. (“Nutrisystem”) (the “Merger”). In connection with the consummation of the Merger, on March 8, 2019, the Company entered into a new Credit and Guaranty Agreement (the “Credit Agreement”) |
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| May 24, 2019 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2019 (March 8, 2019) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) |
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| May 24, 2019 |
HWAY / Healthways, Inc. / Altaris Capital, L.p. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Tivity Health, Inc. (Name of Issuer) Common Stock - $.001 par value per share (Title of Class of Securities) 88870R102 (CUSIP Number) Altaris Capital, L.P. 10 East 53rd Street, 31st Floor New York, New York 10022 Telephone: (212) 931-0250 Copy to: Steve Isaacs, Esq. Sc |
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| May 24, 2019 |
Joint Filing Agreement of the Reporting Persons EX-1 2 xexhibit1.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation th |
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| May 9, 2019 |
Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the Effective Date (as defined below) and is made by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and Keira Krausz (“Executive”). This Agreement replaces and supersedes any other agreements between Executive and the Company or its subsidiaries. WHEREAS, the Company has ent |
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| May 9, 2019 |
Quarterly Report - TIVITY HEALTH FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2019 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Ex |
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| May 9, 2019 |
Exhibit 10.10 [Healthways logo] August 25, 2016 Steve Janicak Address on file Dear Steve, We are delighted to confirm the offer to join Healthways as Chief Growth Officer! We anticipate your start date to be September 13, 2016. In your new position with us, you will report directly to me and play a pivotal role as a member of the Healthways Executive Leadership Team and in delivering on our purpos |
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| May 8, 2019 |
Exhibit 99.1 Investor Relations Contact: Tommy Lewis, Chief Transformation Officer & Chief of Staff to the CEO (615) 614-4576 [email protected] TIVITY HEALTH REPORTS FIRST-QUARTER 2019 RESULTS ——————————— REPORTS REVENUES OF $214.1 MILLION ——————————— AFFIRMS FINANCIAL GUIDANCE FOR 2019 ——————————— NUTRISYSTEM INTEGRATION ON TRACK NASHVILLE, Tenn. (May 8, 2019) - Tivity Health, I |
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| May 8, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 tvty-8k20190508.htm TIVITY HEALTH FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2019 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other j |
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| April 12, 2019 |
TVTY / Tivity Health, Inc. DEFA14A DEFA14A 1 tvty-defa14a20190523.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confid |
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| April 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as |
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| March 18, 2019 |
EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated March 18, 2019 (the “Effective Date”), is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and Donato Tramuto (the “Executive”). WHEREAS, the Company and the Executive previously entered into that certain employment agreement, dated as o |
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| March 18, 2019 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2019 TIVITY HEALTH, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19364 62-1117144 (Commis |
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| March 8, 2019 |
TVTY / Tivity Health, Inc. FORM S-8 S-8 1 d698580ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on March 8, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tivity Health, Inc. (Exact name of registrant as specified in its charter) Delaware 62-1117144 (State or other jurisdiction of incorporation |
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| March 8, 2019 |
EX-99.1 Exhibit 99.1 TIVITY HEALTH, INC. NUTRISYSTEM STOCK INCENTIVE PLAN 1. Purpose. The purpose of this Nutrisystem Stock Incentive Plan (this “Plan”) is to assist the Company in attracting, retaining, motivating, and rewarding certain key individuals who were not employees, officers, directors, or consultants of Tivity Health, Inc. and/or its subsidiaries immediately prior to the Merger (as def |
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| March 8, 2019 |
EX-10.1 Exhibit 10.1 CREDIT AND GUARANTY AGREEMENT dated as of March 8, 2019, among TIVITY HEALTH, INC., as Borrower, CERTAIN SUBSIDIARIES OF TIVITY HEALTH, INC., as Guarantors, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as General Administrative Agent, Term Facility Agent and Collateral Agent, SUNTRUST BANK, as Revolving Facility Agent and Swing Line Lender CREDIT SUISS |
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| March 8, 2019 |
Employment Agreement, dated March 8, 2019, by and between Tivity Health and Dawn Zier. EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the Effective Date (as defined below) and is made by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and Dawn M. Zier (“Executive”). This Agreement replaces and supersedes any other agreements between Executive and the Company or its subsidiaries. WHEREAS, the Company |
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| March 8, 2019 |
8-K 1 d720412d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2019 TIVITY HEALTH, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19364 62- |
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| March 8, 2019 |
EX-99.1 Exhibit 99.1 Tivity Health Completes Acquisition of Nutrisystem Combined Offerings Will Meet Growing Demand for Integrated Solutions to Support Healthier Lifestyles NASHVILLE, Tenn., March 8, 2019 – Tivity Health®, Inc. (Nasdaq: TVTY), a leading provider of fitness and health improvement programs, today announced that it has completed its previously announced acquisition of Nutrisystem, In |
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| March 6, 2019 |
HWAY / Healthways, Inc. / JP Morgan Chase & Co - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* TIVITY HEALTH, INC. (Name of Issuer) Common Stock - $.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) February 28, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 26, 2019 |
TVTY / Tivity Health, Inc. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number 000-19364 TIVITY HEALTH, INC. (Exact |
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| February 26, 2019 |
Exhibit 21 SUBSIDIARY LIST As of February 26, 2019 NAME OF SUBSIDIARY STATE OR JURISDICTION OF ORGANIZATION OWNED BY OWNERSHIP PERCENTAGE Tivity Health Services, LLC DE Tivity Health, Inc. |
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| February 22, 2019 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 22, 2019 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| February 22, 2019 |
HWAY / Healthways, Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tv514465sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Tivity Health, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) February 12, 2019 (Date of Event Which Requires Filing of this Statement) Check the following box to desig |
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| February 22, 2019 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 20, 2019 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) 425 1 d696479d425.htm FORM 425 Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: February 20, 2019 TVTY – Q4 2018 Tivity Health, Inc. and Nutrisystem, Inc. Earnings Call EVENT DATE/TIME: February 19, 2019 CORPORA |
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| February 20, 2019 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) Form 425 Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: February 20, 2019 Investor Relations Contact: Bob East, Westwicke Partners (443) 213-0500 [email protected] TIVITY HEALTH REPORTS FOURTH-QUARTER 2018 |
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| February 19, 2019 |
Exhibit 99.1 Investor Relations Contact: Bob East, Westwicke Partners (443) 213-0500 [email protected] TIVITY HEALTH REPORTS FOURTH-QUARTER 2018 RESULTS ——————————— REPORTS EPS OF $0.67 AND REVENUES OF $153.0 MILLION ——————————— ANNOUNCES FINANCIAL GUIDANCE FOR 2019 NASHVILLE, Tenn. (February 19, 2019) - Tivity Health, Inc. (NASDAQ:TVTY) today announced financial results for the fourth quarter |
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| February 19, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 19, 2019 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporation) (Commission F |
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| February 13, 2019 |
HWAY / Healthways, Inc. / Neuberger Berman Group LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TIVITY HEALTH INC (Name of Issuer) Common (Title of Class of Securities) 88870R102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 12, 2019 |
HWAY / Healthways, Inc. / VANGUARD GROUP INC Passive Investment tivityhealthinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8 )* Name of issuer: Tivity Health Inc Title of Class of Securities: Common Stock CUSIP Number: 88870R102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to |
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| February 4, 2019 |
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Form 424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. |
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| February 4, 2019 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 4, 2019 |
HWAY / Healthways, Inc. / D. E. SHAW & CO, L.P. - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tivity Health, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) January 23, 2019 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: ¨ R |
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| February 4, 2019 |
Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| January 28, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 tvty-8k20190128.htm TIVITY HEALTH FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2019 TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or ot |
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| January 28, 2019 |
Exhibit 99.1 Investor Relations Contact: Bob East, Westwicke Partners (443) 213-0500 [email protected] TIVITY HEALTH PREVIEWS PRELIMINARY FOURTH QUARTER 2018 FINANCIAL RESULTS ——————————— EXPECTS INCOME FROM CONTINUING OPERATIONS OF $27.5 MILLION TO $29.5 MILLION AND ADJUSTED EBITDA OF $36 MILLION TO $38 MILLION ——————————— REVENUES OF $152 MILLION TO $154 MILLION NASHVILLE, Tenn. (January 28, |
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| January 23, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 23, 2019 (January 22, 2019) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| January 23, 2019 |
TVTY / Tivity Health, Inc. TIVITY HEALTH FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 23, 2019 (January 22, 2019) TIVITY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 000-19364 62-1117144 (State or other jurisdiction of incorporat |
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| January 14, 2019 |
TVTY / Tivity Health, Inc. FORM S-4/A Form S-4/A Table of Contents As filed with the Securities and Exchange Commission on January 14, 2019 Registration No. |
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| January 14, 2019 |
Form of Proxy Card of Nutrisystem, Inc. EX-99.1 Exhibit 99.1 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. NUTRISYSTEM, INC. |
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| January 14, 2019 |
Consent of Evercore Group L.L.C. EX-99.2 6 d671126dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF EVERCORE GROUP L.L.C. January 14, 2019 The Board of Directors Nutrisystem, Inc. Fort Washington Executive Center 600 Office Center Drive Fort Washington, Pennsylvania, 19034 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 9, 2018, to the Board of Directors of Nutrisystem, Inc. (“ |
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| January 14, 2019 |
HWAY / Healthways, Inc. / JP Morgan Chase & Co - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* TIVITY HEALTH, INC. (Name of Issuer) Common Stock - $.001 par value (Title of Class of Securities) 88870R102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 10, 2019 |
TVTY / Tivity Health, Inc. 425 (Prospectus) Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: January 10, 2019 JANUARY 08, 2019, TVTY – Tivity Health Inc. at JPMorgan Global Healthcare Conference CORPORATE PARTICIPANTS Adam C. Holland Tivity Health, Inc. - |
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| January 9, 2019 |
TVTY / Tivity Health, Inc. 425 (Prospectus) 425 Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: January 9, 2019 Explanatory Note: On January 8, 2019, the following communications were made available on Twitter and LinkedIn by Tivity Health, Inc. (“Tivity |
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| January 9, 2019 |
TVTY / Tivity Health, Inc. 425 (Prospectus) 425 January 8, 2019 Tivity Health J.P. Morgan Healthcare Conference CALORIES IN + CALORIES OUT A POWERFUL COMBINATION Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: January 8, 2019 Cautionary Note on Forward-L |
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| January 7, 2019 |
TVTY / Tivity Health, Inc. 425 (Prospectus) 425 Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: January 7, 2019 Explanatory Note: The following communications were made available on Twitter and LinkedIn by Tivity Health, Inc. (“Tivity Health”) at twitter |
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| January 7, 2019 |
TVTY / Tivity Health, Inc. FORM S-4 Form S-4 Table of Contents As filed with the Securities and Exchange Commission on January 7, 2019 Registration No. |
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| January 7, 2019 |
Consent of Evercore Group L.L.C. EX-99.2 Exhibit 99.2 CONSENT OF EVERCORE GROUP L.L.C. January 7, 2019 The Board of Directors Nutrisystem, Inc. Fort Washington Executive Center 600 Office Center Drive Fort Washington, Pennsylvania, 19034 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 9, 2018, to the Board of Directors of Nutrisystem, Inc. (“Nutrisystem”) as Annex B to, |
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| December 13, 2018 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) 425 1 d668527d425.htm FORM 425 Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: December 13, 2018 Tivity Health Acquires Nutrisystem – Q&A General 1. What was announced today? • Tivity Health and Nutrisystem hav |
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| December 13, 2018 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) Form 425 Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: December 13, 2018 Linked Content: 1) Colleague Message from Donato 2) Colleague Q&A – See attached pdf 3) Press release 4) Presentation deck – See attach |
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| December 13, 2018 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 DECEMBER 10, 2018 / 1:00PM, TVTY - Tivity Health Inc to Acquire Nutrisystem Inc C O R P O R A T E P A R T I C I P A N T S Adam C. Holland Tivity Health, Inc. - CFO Dawn |
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| December 11, 2018 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) Form 425 Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: December 11, 2018 Tivity Health® and Nutrisystem® Expanding our Healthy Lifestyle Brand Portfolio “Humana has long believed that social determinants of h |
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| December 10, 2018 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) Form 425 Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: December 10, 2018 ABOUT PRODUCTS INVESTORS CAREERS CONTACT Tivity Health® to and Acquire Nutrisystem® Nutrisystem® NOTE ON FORWARD LOOKING STATEMENTS Thi |
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| December 10, 2018 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: December 10, 2018 Script for D. Tramuto Video Email to Tivity Health Colleagues • Tivity colleagues, moments ago we announced a definitive agreement to acquire Nu |
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| December 10, 2018 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: December 10, 2018 Donato Tramuto’s Welcome Voice Message to Nutrisystem Employees Hello to all Nutrisystem employees. My name is Donato Tramuto and I am the CEO o |
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| December 10, 2018 |
TVTY / Tivity Health, Inc. FORM 425 (Prospectus) Filed by Tivity Health, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Nutrisystem, Inc. Commission File No.: 000-28551 Date: December 10, 2018 Tivity Health Acquires Nutrisystem – Tivity Health Partner Location Email SUBJECT: Tivity Health to Acquire Nutrisystem Dear [NAME], I’m pleased |
