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CUSIP No. 88870R102
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SCHEDULE 13D
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Page 5 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (this Amendment No. 1) 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. 1, 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. 1 shall have the meanings set forth
in the Schedule 13D.
This Amendment No. 1 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 4,377,655 Shares (the
Subject Shares). The Subject Shares represent approximately 9.1% of the issued and outstanding Shares based on 48,156,786 Shares outstanding as of December 31, 2019, as reported in an exhibit to the Companys Current
Report on Form 8-K filed on February 19, 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 $70,457,597.58 (inclusive of brokerage commissions and other costs of execution).
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 during the past 60 days on behalf of a HEC Fund over which the Reporting
Persons have investment discretion are set forth in Exhibit 3 attached hereto and incorporated herein by reference.
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:
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Exhibit 3
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Schedule of transactions effected during the last 60 days
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