Sec Form 4 Filing - Hargreaves Glenn @ TIVITY HEALTH, INC. - 2018-04-03

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 Hargreaves Glenn 2. Issuer Name and Ticker or Trading Symbol TIVITY HEALTH, INC. [ TVTY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 701 COOL SPRINGS BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2018 (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 04/03/2018 A 2,535 ( 1 ) A $ 0 40,404 D Common Stock 1,236 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 Option to Buy $ 39.45 04/03/2018 A 0 ( 2 ) 04/03/2019( 1 ) 04/03/2028 Common Stock 0 ( 2 ) $ 0 0 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hargreaves Glenn 701 COOL SPRINGS BOULEVARD FRANKLIN, TN37067 Chief Accounting Officer Signatures Glenn Hargreaves 04/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects restricted stock units/options that vest 33% on 4/3/2019, 33% on 4/3/2020, and 34% on 4/3/2021. ( 2 )The compensation committee of the Company's board of directors granted to the reporting person stock options with an aggregate value of $100,000, with the number of such options to be determined as follows: $100,000 / option fair value. The binomial lattice option valuation model will be used to estimate the fair value of the option. Because the fair value as of April 3, 2018 is not yet determinable, this Form 4 will be amended to report the number of options granted when that number has been calculated.

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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