13D Filing: North Tide Capital and Tivity Health Inc. (TVTY)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  8)¹

Tivity Health,
Inc.

(Name
of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

88870R102

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

August 1,
2017

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.

1
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).

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 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 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 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.

Percentage: Approximately
1.1%

______________________________

¹Fractional
amounts have been rounded to the nearest whole number.

Percentage: Less than
1%

Percentage: Approximately
1.9%

Percentage: Approximately
2.0%

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)       No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.

(e)       As
of August 1, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

SIGNATURES

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

SCHEDULE A

Transactions in the Shares During
the Past Sixty (60) Days

North Tide Capital Master, LP

NTC SPECIAL OPPORTUNITIES I MASTER,
LP

North Tide Capital, LLC
(Through the Account)

* Privately negotiated transaction.