Filing Details

This Amendment No. 2 (this “Amendment No. 2”) relates to the statement on Schedule 13D filed on December 19, 2019 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 2, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, $0.001 per share (the “Shares”), of Tivity Health, Inc., a company organized under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.

This Amendment No. 2 is being filed to report an increase in the Reporting Persons’ beneficial ownership percentage due to the acquisition of additional Shares by the Reporting Persons.

The Reporting Persons beneficially own an aggregate of 8,755,310 Shares (the “Subject Shares”). The Subject Shares represent approximately 18.1% of the issued and outstanding Shares based on 48,433,780 Shares outstanding as of February 20, 2020, as reported in the Company’s Annual Report on Form 10-K filed on February 27, 2020.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5. The aggregate purchase price for the Subject Shares is $108,586,972.63 (inclusive of brokerage commissions and other costs of execution).

The aggregate purchase price of the 43,776 FLEX European-style put options is approximately $6,261,666.51 (inclusive of brokerage commissions and other costs of execution). The source of funding for the transactions pursuant to which the Reporting Persons acquired the FLEX European-style put options was derived from the respective capital of the HEC Funds.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Items 5 (a), (b) and (c) of the Schedule 13D are hereby amended and supplemented by adding the following information:

(a) and (b) Information about the number and percentage of Shares beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.

(c) All transactions in the Shares effected since Amendment No. 1 was filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 24, 2020 on behalf of a HEC Fund over which the Reporting Persons have investment discretion are set forth in Exhibit 4 attached hereto and incorporated herein by reference.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

As reflected in Exhibit 4 attached hereto, on March 11, 2020 the Reporting Persons purchased 43,776 FLEX European-style put options (with each contract having a 100 multiplier) with a strike price of $7.50 and only exercisable on the maturity date of August 21, 2020. The FLEX European-style put options permit the Reporting Persons to require the counterparty thereto to purchase Shares if exercised. As reflected in Exhibit 4 attached hereto, on March 11, 2020 the Reporting Persons sold short 43,776 FLEX European-style call options (with each contract having a 100 multiplier) with a strike price of $10.00 and only exercisable on the maturity date of August 21, 2020. The FLEX European-style call options permit the counterparty thereto to require the Reporting Persons to sell Shares if exercised. These option transactions, along with the related stock purchases, were executed as part of a single transaction for portfolio management purposes in which the Reporting Persons increased their economic exposure to the Company within the band of the call and put strikes.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit: