Leedle Ben R JR Form 4 HEALTHWAYS / BEN R LEEDLE JR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEEDLE BEN R JR

(Last) (First) (Middle)

701 COOL SPRINGS BOULEVARD

(Street)

FRANKLIN TN 37067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHWAYS, INC [ HWAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2012		F		3,709(1)	D	$7.76	366,720	D
Common Stock	02/24/2012		F		912(2)	D	$8.3	366,720	D
Common Stock	02/28/2012		F		3,162(3)	D	$8.12	366,720	D
Common Stock	02/12/2013		F		3,674(4)	D	$10.93	366,720	D
Common Stock	02/21/2013		F		5,129(5)	D	$11.34	366,720	D
Common Stock	02/22/2013		F		943(6)	D	$11.45	366,720	D
Common Stock	02/28/2013		F		5,014(7)	D	$12.85	366,720	D
Common Stock	02/21/2014		F		5,129(8)	D	$14.43	366,720	D
Common Stock	02/24/2014		F		944(9)	D	$15.14	366,720	D
Common Stock	02/28/2014		F		3,269(10)	D	$14.96	366,720	D
Common Stock	02/28/2014		F		2,701(11)	D	$14.96	366,720	D
Common Stock								3,213	I	Held in 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects 3,709 shares withheld to cover the payment of taxes following the vesting of 13,431 restricted stock units granted on February 12, 2009.

2. Reflects 912 shares withheld to cover the payment of taxes following the vesting of 3,448 restricted stock units granted on February 24, 2010.

3. Reflects 3,162 shares withheld to cover the payment of taxes following the vesting of 11,952 restricted stock units granted on February 28, 2011.

4. Reflects 3,674 shares withheld to cover the payment of taxes following the vesting of 13,431 restricted stock units granted on February 12, 2009.

5. Reflects 5,129 shares withheld to cover the payment of taxes following the vesting of 18,750 restricted stock units granted on February 21, 2012.

6. Reflects 943 shares withheld to cover the payment of taxes following the vesting of 3,447 restricted stock units granted on February 24, 2010.

7. Reflects 5,014 shares withheld to cover the payment of taxes following the vesting of 11,952 restricted stock units granted on February 28, 2011.

8. Reflects 5,129 shares withheld to cover the payment of taxes following the vesting of 18,750 restricted stock units granted on February 21, 2012.

9. Reflects 944 shares withheld to cover the payment of taxes following the vesting of 3,448 restricted stock units granted on February 24, 2010.

10. Reflects 3,269 shares withheld to cover the payment of taxes following the vesting of 11,952 restricted stock units granted on February 28, 2011.

11. Reflects 2,701 shares withheld to cover the payment of taxes following the vesting of 9,875 restricted stock units granted on February 28, 2013.

Remarks:

	/s/ Alfred Lumsdaine, by power of attorney for Ben R. Leedle, Jr.	04/08/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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