Sec Form 4 Filing - LUMSDAINE ALFRED @ HEALTHWAYS, INC - 2016-07-29

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 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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1. Name and Address of Reporting Person LUMSDAINE ALFRED 2. Issuer Name and Ticker or Trading Symbol HEALTHWAYS, INC [ HWAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 701 COOL SPRINGS BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2016 (Street) FRANKLIN, TN37067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 07/29/2016 F 11,209 ( 1 ) D $ 16.84 204,889 D Common Stock 07/29/2016 F 31,463 ( 2 ) D $ 16.84 173,426 D Common Stock 07/29/2016 F 5,335 ( 3 ) D $ 16.84 168,091 D Common Stock 07/29/2016 F 10,488 ( 4 ) D $ 16.84 157,603 D Common Stock 07/29/2016 F 1,195 ( 5 ) D $ 16.84 156,408 D Common Stock 07/29/2016 M 75,000 ( 6 ) A 231,408 D Common Stock 07/29/2016 F 27,193 ( 8 ) D $ 16.84 204,215 D Common Stock 1,648 I Held in 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Market Stock Units ( 7 ) 07/29/2016 M 75,000 ( 6 ) ( 6 ) Common stock 75,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LUMSDAINE ALFRED 701 COOL SPRINGS BOULEVARD FRANKLIN, TN37067 Chief Financial Officer Signatures /s/ Alfred Lumsdaine 08/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 11,209 shares withheld to cover the payment of taxes following the vesting of 26,718 restricted stock units granted to the reporting person on July 1, 2015, which became vested in full in connection with the closing of the transactions contemplated by the Membership Interest Purchase Agreement, dated July 27, 2016, among Healthways, Inc., Sharecare, Inc. and Healthways SC, LLC (the "Purchase Agreement"). ( 2 )Reflects 31,463 shares withheld to cover the payment of taxes following the vesting of 75,000 restricted stock units granted to the reporting person on September 24, 2015, which became vested in full in connection with the closing of the transactions contemplated by the Purchase Agreement. ( 3 )Reflects 5,335 shares withheld to cover the payment of taxes following the vesting of 12,717 restricted stock units granted to the reporting person on June 26, 2014, which became vested in full in connection with the closing of the transactions contemplated by the Purchase Agreement. ( 4 )Reflects 10,488 shares withheld to cover the payment of taxes following the vesting of 25,000 restricted stock units granted to the reporting person on December 2, 2010, which became vested in full in connection with the closing of the transactions contemplated by the Purchase Agreement. ( 5 )Reflects 1,195 shares withheld to cover the payment of taxes following the vesting of 2,847 restricted stock units granted to the reporting person on February 28, 2013, which became vested in full in connection with the closing of the transactions contemplated by the Purchase Agreement. ( 6 )Reflects the vesting (in connection with the closing of the transactions contemplated by the Purchase Agreement) at the "target" performance level of the market stock units ("MSUs") granted to the reporting person on September 24, 2015. ( 7 )Prior to vesting, each MSU represented a contingent right to receive one share of common stock of Healthways, Inc. ( 8 )Reflects 27,193 shares withheld to cover the payment of taxes following the vesting of 75,000 MSUs granted to the reporting person on September 24, 2015, which became vested at the "target" performance level in connection with the closing of the transactions contemplated by the Purchase Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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