Edgar Filing: HEALTHWAYS, INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Laughlin Conan

2. Issuer Name and Ticker or Trading Symbol
HEALTHWAYS, INC [HWAY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O NORTH TIDE CAPITAL, LLC, 500 BOYLSTON STREET, SUITE 1860

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2015

(Street)

BOSTON, MA 02116

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/03/2015		P		119,609	A	$ 11.3093	3,644,609	I	By North Tide Capital Master, LP ⁽³⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/03/2015		P		11,391	A	$ 11.3093	336,391	I	By Managed Accounts of North Tide Capital, LLC ⁽⁴⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/04/2015		P		137,596	A	$ 11.5822	3,782,205	I	By North Tide Capital Master, LP ⁽³⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/04/2015		P		13,104	A	$ 11.5822	349,495	I	By Managed Accounts of North Tide Capital, LLC ⁽⁴⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/04/2015		P		45,013	A	$ 11.56	3,827,218	I	By North Tide Capital Master, LP ⁽³⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/04/2015		P		4,287	A	$ 11.56	353,782	I	By Managed Accounts of North Tide Capital, LLC ⁽⁴⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/05/2015		P		4,679	A	$ 12.3382	3,831,897	I	By North Tide Capital Master, LP ⁽³⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/05/2015		P		321	A	$ 12.3382	354,103	I	By Managed Accounts of North Tide Capital, LLC ⁽⁴⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/05/2015		P		13,103	A	$ 12.1038	3,845,000	I	By North Tide Capital Master, LP ⁽³⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾	11/05/2015		P		897	A	$ 12.1038	355,000	I	By Managed Accounts of North Tide Capital, LLC ⁽⁴⁾
Common Stock, $0.001 Par Value ⁽¹⁾ ⁽²⁾								6,203 ⁽⁵⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Laughlin Conan C/O NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET, SUITE 1860 BOSTON, MA 02116	X	X
NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET SUITE 1860 BOSTON, MA 02116		X
North Tide Capital Master, LP C/O NORTH TIDE CAPITAL, LLC 500 BOYLSTON STREET, SUITE 1860 BOSTON, MA 02116		X

Signatures

By: /s/ Conan Laughlin		11/05/2015
^**Signature of Reporting Person		Date
North Tide Capital, LLC; By: /s/ Conan Laughlin, Manager		11/05/2015
^**Signature of Reporting Person		Date
North Tide Capital Master, LP; By: North Tide Capital GP, LLC, its General Partner; By: /s/ Conan Laughlin, Manager		11/05/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 4 is filed jointly by North Tide Capital Master, LP (the "Master Fund"), North Tide Capital, LLC ("North Tide") and Conan Laughlin (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
(2)	Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
(3)	Shares of Common Stock beneficially owned by the Master Fund. North Tide, as the investment manager of the Master Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Master Fund. Mr. Laughlin, as the Manager of North Tide, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Master Fund.
(4)	Shares held in an account managed by North Tide. Mr. Laughlin, as the Manager of North Tide, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by North Tide.
(5)	Reflects restricted stock units that vest 25% per year beginning on 5/19/2016.

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