4//SEC Filing
Holland Adam C 4
Accession 0001567619-22-013501
CIK 0000704415other
Filed
Jun 28, 8:00 PM ET
Accepted
Jun 29, 5:13 PM ET
Size
15.6 KB
Accession
0001567619-22-013501
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Common Stock
2022-06-28$32.50/sh−95,559$3,105,668→ 0 total - Disposition to Issuer
Option to Buy
2022-06-28−39,634→ 0 totalExercise: $16.78→ Common Stock (39,634 underlying) - Disposition to Issuer
Option to Buy
2022-06-28−20,635→ 0 totalExercise: $31.27→ Common Stock (20,635 underlying) - Disposition to Issuer
Option to Buy
2022-06-28−10,910→ 0 totalExercise: $34.42→ Common Stock (10,910 underlying) - Disposition to Issuer
Option to Buy
2022-06-28−24,603→ 0 totalExercise: $26.29→ Common Stock (24,603 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2022 (the "Merger Agreement"), by and among Tivity Health OpCo Parent, Inc. (f/k/a Titan-Atlas Parent, Inc.), a Delaware corporation ("Parent"), Titan-Atlas Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), and Tivity Health, Inc. (the "Company"), each share of common stock, par value $0.001 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $32.50.
- [F2]Includes 27,601 restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock underlying such restricted stock unit award as of immediately prior to the effective time of the merger, and (ii) the per share merger consideration of $32.50.
- [F3]In accordance with the terms of the Merger Agreement, each option granted under the Company's stock plans to purchase shares of Company Common Stock, whether or not vested, that was outstanding as of immediately prior to the effective time of the merger was cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time, and (ii) the excess, if any, of the per share merger consideration of $32.50 over the exercise price per share of such option as of immediately prior to the effective time.
- [F4]Any such option with a per share exercise price that was equal to or greater than the per share merger consideration of $32.50 was cancelled by virtue of the merger without any payment to the reporting person.
Documents
Issuer
TIVITY HEALTH, INC.
CIK 0000704415
Entity typeother
Related Parties
1- filerCIK 0001618510
Filing Metadata
- Form type
- 4
- Filed
- Jun 28, 8:00 PM ET
- Accepted
- Jun 29, 5:13 PM ET
- Size
- 15.6 KB