Under the terms of the indenture governing 1.50% Cash Convertible Senior Notes due 2018 (the “Convertible Notes”) issued by Tivity Health, Inc. (the “Company”), $150 million original aggregate principal amount, that mature on July 1, 2018, the Convertible Notes become convertible into cash during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $25.3032 per share. This condition was satisfied on March 17, 2017 for the calendar quarter ending March 31, 2017, and accordingly, the Convertible Notes will be convertible at any time at the option of the holders during the period that commences on April 1, 2017 and terminates on June 30, 2017. The initial cash conversion rate is 51.3769 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of $19.4640 per share of common stock). The settlement on any Convertible Notes surrendered for conversion during this period will occur on the third business day following the end of the applicable “Observation Period” with respect to such conversion (i.e., the period that begins on the date that a holder surrendered the Convertible Notes for conversion in accordance with the requirements of the indenture and ends on the 80th consecutive trading day following such date). The indenture requires the Company to satisfy the entire settlement amount for any conversions (determined in accordance with the provisions of the indenture) in cash, and the notes are not convertible into the Company’s common stock or any other securities under any circumstances.

About TIVITY HEALTH, INC. (NASDAQ:TVTY)

Tivity Health, Inc, formerly Healthways, Inc., provides network delivered solutions and population health management services that are designed to help people manage their wellbeing, thereby managing their health and productivity, and their health-related costs. The Company operates in the domestic and international segments, which are collectively known as the well-being improvement services segment. The Company engages entire populations, including health plan memberships, workforces and communities, while in other cases it engages targeted populations, such as members at high-risk, cohorts of cardiac rehabilitation patients or hospital discharge patients. In the United States, it operates in approximately 50 states and the District of Columbia. Its customers include health plans, both commercial and Medicare Advantage, large self-insured employers, including state and municipal government entities, and providers of healthcare, including integrated healthcare systems, and hospitals.

TIVITY HEALTH, INC. (NASDAQ:TVTY) Recent Trading Information

TIVITY HEALTH, INC. (NASDAQ:TVTY) closed its last trading session down -0.55 at 28.20 with 371,706 shares trading hands.