FORM 4 - Corporate

SEC Form 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 4
Check this box if no longer subject
to Section 16. Form 4 or Form 5
obligations may continue. See
Instruction 1(b).
OMB Number:
3235-0287
Estimated average burden
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
hours per response:
0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
HEALTHWAYS, INC [ HWAY ]
England Mary Jane
X
3. Date of Earliest Transaction (Month/Day/Year)
(Last)
OMB APPROVAL
Washington, D.C. 20549
(First)
08/26/2016
(Middle)
701 COOL SPRINGS BOULEVARD
4. If Amendment, Date of Original Filed (Month/Day/Year)
X
TN
37067
(City)
(State)
(Zip)
10% Owner
Officer (give title
below)
Other (specify
below)
6. Individual or Joint/Group Filing (Check Applicable
Line)
(Street)
FRANKLIN
Director
Form filed by One Reporting Person
Form filed by More than One Reporting
Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
2. Transaction
Date
(Month/Day/Year)
1. Title of Security (Instr. 3)
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)
Code
Amount
Common Stock
08/26/2016
S
Common Stock
08/25/2016
G
Common Stock
08/26/2016
G
V
(A) or
(D)
Price
5. Amount of
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
(Instr. 3 and 4)
6. Ownership
Form: Direct
(D) or
Indirect (I)
(Instr. 4)
3,816
D
$24.78
39,068
D
V
1,227
D
$0
37,841
D
V
3,370
D
$0
34,471
D
7. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
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.
3. Transaction
Conversion Date
or Exercise (Month/Day/Year)
Price of
Derivative
Security
3A. Deemed
Execution Date,
if any
(Month/Day/Year)
4.
Transaction
Code (Instr.
8)
Code
V
5. Number
of
Derivative
Securities
Acquired
(A) or
Disposed
of (D)
(Instr. 3, 4
and 5)
(A)
(D)
6. Date Exercisable and
Expiration Date
(Month/Day/Year)
7. Title and
Amount of
Securities
Underlying
Derivative
Security (Instr.
3 and 4)
Date
Expiration
Exercisable Date
Title
8. Price
of
Derivative
Security
(Instr. 5)
9. Number of
derivative
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
(Instr. 4)
10.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr.
4)
Amount
or
Number
of
Shares
Explanation of Responses:
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Mary Flipse, by power of
attorney for Mary Jane
England
08/29/2016
** Signature of Reporting Person
Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
SUBSTITUTE POWER OF ATTORNEY
Under the terms of powers of attorney (each, a "Power of Attorney") previously filed with the U.S. Securities and Exchange Commission,
the undersigned was appointed an attorney-in-fact for the following individuals to, among other things, execute for and on behalf of the following
individuals any Forms 3, 4 and 5 or any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder:
Kevin Wills
Mary Jane England, M.D.
Glenn Hargreaves
In accordance with the authority granted under each Power of Attorney, including the power of substitution, the undersigned hereby
appoints each of Mary Flipse and Robert E. Dries as a substitute attorney-in-fact, on behalf of the individuals listed above, each with the power to
exercise and execute all of the powers granted and conferred in the original Power of Attorney. This Substitute Power of Attorney shall not revoke
the powers granted to the undersigned in any Power of Attorney.
This Substitute Power of Attorney shall remain in full force and effect until the underlying Power of Attorney is revoked or terminated,
unless earlier revoked by the undersigned in a signed writing.
IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of Attorney to be executed as of this 29 th day of August,
2016.
By:
/s/ Alfred Lumsdaine
Name:
Alfred Lumsdaine
Title:
Attorney-in-Fact