SC 13D/A 1 x13da_20200902.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Tivity Health, Inc.

(Name of Issuer)

Common Stock - $.001 par value per share

(Title of Class of Securities)

88870R102

(CUSIP Number)

 

Altaris Capital, L.P.

10 East 53rd Street, 31st Floor
New York, New York 10022

Telephone: (212) 931-0250

Copy to:

Steve Isaacs, Esq.

Schiff Hardin LLP

233 S. Wacker Drive, Suite 7100

Chicago, Illinois 60606

Telephone: (312) 258-5500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 1, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

 

CUSIP No. 88870R102

 

 

13D

 

Page 2 of 6 Pages

 

1 NAMES OF REPORTING PERSONS
  Altaris Capital, L.P.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

AF, WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

4,557,144 Shares*

8

SHARED VOTING POWER

 

 

9

SOLE DISPOSITIVE POWER

 

4,557,144 Shares*

10

SHARED DISPOSITIVE POWER

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,557,144 Shares*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.38%**

14

TYPE OF REPORTING PERSON (See Instructions)

PN

       

 

* Reflects ownership as of the date of this filing.

**  Based on 48,560,369 shares of common stock, $0.001 par value per share, of Tivity Health, Inc. outstanding as of August 4, 2020, as reported on Tivity Health, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020.

Page 2 of 6 
 

 

 

CUSIP No. 88870R102

 

 

13D

 

Page 3 of 6 Pages

 

1 NAMES OF REPORTING PERSONS
  Altaris Partners, LLC
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

 

8

SHARED VOTING POWER

 

4,557,144 Shares*

9

SOLE DISPOSITIVE POWER

 

 

10

SHARED DISPOSITIVE POWER

 

4,557,144 Shares*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,557,144 Shares*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.38%**

14

TYPE OF REPORTING PERSON (See Instructions)

OO

       

 

* Reflects ownership as of the date of this filing.

**  Based on 48,560,369 shares of common stock, $0.001 par value per share, of Tivity Health, Inc. outstanding as of August 4, 2020, as reported on Tivity Health, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020.

Page 3 of 6 
 

 

 

CUSIP No. 88870R102

 

 

13D

 

Page 4 of 6 Pages

 

1 NAMES OF REPORTING PERSONS
  George Aitken-Davies
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

 

8

SHARED VOTING POWER

 

4,557,144 Shares*

9

SOLE DISPOSITIVE POWER

 

 

10

SHARED DISPOSITIVE POWER

 

4,557,144 Shares*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,557,144 Shares*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.38%**

14

TYPE OF REPORTING PERSON (See Instructions)

IN

       

 

* Reflects ownership as of the date of this filing.

**  Based on 48,560,369 shares of common stock, $0.001 par value per share, of Tivity Health, Inc. outstanding as of August 4, 2020, as reported on Tivity Health, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020.

Page 4 of 6 
 

 

 

CUSIP No. 88870R102

 

 

13D

 

Page 5 of 6 Pages

 

1 NAMES OF REPORTING PERSONS
  Daniel Tully
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [ ]

(b) [ ]

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

 

8

SHARED VOTING POWER

 

4,557,144 Shares*

9

SOLE DISPOSITIVE POWER

 

 

10

SHARED DISPOSITIVE POWER

 

4,557,144 Shares*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,557,144 Shares*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.38%**

14

TYPE OF REPORTING PERSON (See Instructions)

IN

       

 

* Reflects ownership as of the date of this filing.

**  Based on 48,560,369 shares of common stock, $0.001 par value per share, of Tivity Health, Inc. outstanding as of August 4, 2020, as reported on Tivity Health, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020.

 

Page 5 of 6 
 

This constitutes Amendment No. 4 to the Schedule 13D relating to the shares of Common Stock, par value $0.001 per share, of Tivity Health, Inc., a Delaware corporation (the “Issuer”), filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2019, as amended by Amendment No. 1 thereto, filed with the SEC on July 1, 2019, as amended by Amendment No. 2 thereto, filed with the SEC on August 7, 2019, and as amended by Amendment No. 3 thereto, filed with the SEC on February 20, 2020 (the “Schedule 13D”), and hereby amends the Schedule 13D to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated by replacing it in its entirety with the following:

The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 4,557,144 shares of Common Stock. The source of the purchase prices for the shares of Common Stock was from the general working capital of Altaris Capital and from contributions to Altaris Capital from one of its investors. Such working capital and contributions were primarily funded through borrowings under a line of credit with JPMorgan Chase Bank, N.A., which borrowings have been and will be paid down from the proceeds of investor capital calls.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following as the new second to last paragraph thereof:

On September 1, 2020, as a result of his confidence in the Issuer and its new leadership, Mr. Tully submitted to the Issuer his resignation as a member of the board of directors of the Issuer. The Reporting Persons are not exercising their ability pursuant to the Cooperation Agreement to recommend a replacement director to serve on the board of directors of the Issuer.

Item 5. Interest in Securities of Issuer.

Item 5 of the Schedule 13D is hereby amended and restated by replacing it in its entirety with the following:

The Reporting Persons’ total beneficial ownership amounts to 4,557,144 shares of Common Stock, constituting 9.38% of the outstanding shares of Common Stock of the Issuer (based on 48,560,369 shares of Common Stock of the Issuer outstanding as of August 4, 2020, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

Altaris Capital has sole voting and sole dispositive power with regard to 4,557,144 shares of Common Stock. Each of Altaris Partners, Mr. Aitken-Davies, and Mr. Tully has shared voting power and shared dispositive power with regard to all such shares of Common Stock. Each of Altaris Partners, Mr. Aitken-Davies, and Mr. Tully, by virtue of their relationships to Altaris Capital (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the shares of Common Stock which Altaris Capital directly beneficially owns. Each of Altaris Partners, Mr. Aitken-Davies, and Mr. Tully disclaims beneficial ownership of such shares of Common Stock for all other purposes. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock described in this Item 5 that are beneficially owned by the Reporting Persons.

Page 6 of 6 
 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 3, 2020

 

ALTARIS CAPITAL, L.P.,

By: Altaris Partners, LLC, its general partner

 

 

 

By: /s/ Daniel Tully                           

Name: Daniel Tully

Title: Manager

 

ALTARIS PARTNERS, LLC

 

 

 

By: /s/ Daniel Tully                           

Name: Daniel Tully

Title: Manager

 

 

/s/ George Aitken-Davies                  

George Aitken-Davies

 

 

/s/ Daniel Tully                                 

Daniel Tully

 

 

 

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