Page 7 of 11 – SEC Filing
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Master Fund is organized under the laws of the Cayman Islands. Opportunities Fund is organized under the laws of the Cayman Islands. North Tide is organized under the laws of the State of Massachusetts. Mr. Laughlin is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Shares purchased by each of Master Fund, Opportunities Fund and North Tide through the Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,750,000 Shares beneficially owned by Master Fund is approximately $23,555,000, excluding brokerage commissions. The aggregate purchase price of the 250,000 Shares beneficially owned by Opportunities Fund is approximately $6,255,000, excluding brokerage commissions. The aggregate purchase price of the 500,000 Shares held in the Account is approximately $10,885,000, excluding brokerage commissions.
The 9,051 Shares beneficially owned by Mr. Laughlin represent (i)7,500 Shares underlying stock options that are currently exercisable and (ii) 1,551 Shares1 underlying restricted stock units that have vested, which were granted to Mr. Laughlin in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 1, 2017, the Reporting Persons sold 2 million Shares of the Issuer in a block sale with a broker transaction. The Reporting Persons have undertaken the sales reported in this Amendment No. 7 to the Schedule 13D in large part to effectuate a rebalancing of North Tide’s portfolio in light of the significant appreciation in the Issuer’s stock price over the past year. The Reporting Persons continue to own a meaningful position of approximately 2.5 million Shares of the Issuer. Conan Laughlin, founder and portfolio manager of North Tide, was elected to the Issuer’s (formerly Healthways, Inc.) Board of Directors (the “Board”) in June 2014. He remains actively engaged as a director and Chair of the Compensation Committee of the Board and intends to stand for re-election to the Board at the Issuer’s Annual Meeting to be held in May 2017.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 38,933,580 Shares outstanding, as of December 31, 2016, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s current report on Form 8-K, filed with the Securities and Exchange Commission on February 23, 2017.
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