Page 6 of 10 – SEC Filing
The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby
amended and restated as follows:
The Shares purchased
by each of Master Fund, Opportunities Fund and North Tide through the Account were purchased with working capital (which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The
aggregate purchase price of the 450,000 Shares beneficially owned by Master Fund is approximately $5,490,615, excluding brokerage
commissions. The aggregate purchase price of the 100,000 Shares beneficially owned by Opportunities Fund is approximately
$2,501,500, excluding brokerage commissions. The aggregate purchase price of the 200,000 Shares held in the Account is approximately
$5,003,000, excluding brokerage commissions.
The 22,727 Shares
beneficially owned by Mr. Laughlin represent (i) 11,250 Shares underlying stock options that are currently exercisable and (ii)
11,477 Shares1 underlying restricted
stock units that have vested, which were granted to Mr. Laughlin in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby
amended to add the following:
On August 1, 2017,
the Reporting Persons sold 1,750,000 Shares of the Issuer in a block sale with a broker transaction. The Reporting Persons have
undertaken the sales reported in this Amendment No. 8 in large part to effectuate a rebalancing of North Tide’s portfolio
in light of the significant appreciation in the Issuer’s stock price over the past year. The Reporting Persons continue
to own approximately 750,000 Shares of the Issuer. Conan Laughlin, founder and portfolio manager of North Tide, was elected to
the Issuer’s (formerly Healthways, Inc.) Board of Directors (the “Board”) in June 2014. He was re-elected to
the Board at the Issuer’s 2017 Annual Meeting of Stockholders held in May 2017 and remains actively engaged as a director
and Chair of the Compensation Committee.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated
to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 39,197,878 Shares outstanding, as of April 30, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission on May 4, 2017.
| A. | Master Fund |
| (a) | As of the close of business on August 2, 2017, Master Fund beneficially owned 450,000 Shares. |
Percentage: Approximately
1.1%
______________________________
1Fractional
amounts have been rounded to the nearest whole number.
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