Tivity Health (TVTY) Form 3 TIVITY HEALTH / Douglas L Braunstein ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Hudson Executive Capital LP

(Last) (First) (Middle)

570 LEXINGTON AVENUE, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2020

3. Issuer Name and Ticker or Trading Symbol
TIVITY HEALTH, INC. [ TVTY ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,755,310	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Short Call Option (obligation to sell)	08/21/2020	08/21/2020	Common Stock	4,377,600	10	I	See footnotes(1)(2)(3)
Long Put Option (right to sell)	08/21/2020	08/21/2020	Common Stock	4,377,600	7.5	I	See footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

Hudson Executive Capital LP

(Last) (First) (Middle)

570 LEXINGTON AVENUE, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HEC Management GP LLC

(Last) (First) (Middle)

570 LEXINGTON AVENUE, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Braunstein Douglas L

(Last) (First) (Middle)

570 LEXINGTON AVENUE, 35TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 3 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 3 (the "Subject Securities").

2. Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).

3. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

	HUDSON EXECUTIVE CAPITAL LP, By: HEC Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member	03/13/2020
	HEC MANAGEMENT GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member	03/13/2020
	DOUGLAS L. BRAUNSTEIN, /s/ Douglas L. Braunstein	03/13/2020
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.