Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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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 * Ashworth Richard M	2. Issuer Name and Ticker or Trading Symbol TIVITY HEALTH, INC. [ TVTY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) 701 COOL SPRINGS BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 6/1/2020
(Street) FRANKLIN, TN 37067 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ 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
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/1/2020		A		650000 (1)	A	$0	650000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	(2)	6/1/2020		A		150000		(2)	(2)	Common stock	150000	$0	150000 (2)	D

Explanation of Responses:
(1)	Reflects restricted stock units ("RSUs") granted to the reporting person in connection with his employment as President and Chief Executive Officer of Tivity Health, Inc. effective 6/1/2020. 300,000 RSUs vest on 6/1/2021, 175,000 RSUs vest on 6/1/2022, and 175,000 RSUs vest on 6/1/2023.
(2)	Reflects an award of Market Stock Units ("MSUs"). Each MSU represents a contingent right to receive one share of Tivity Health, Inc. common stock ("Common Stock"). The number of shares of Common Stock shown above represents the award at the target performance level. The actual number of shares of Common Stock that may be issued to the reporting person upon vesting of the MSUs ranges from a minimum of 0% to a maximum of 300% of the target performance level, depending on cumulative total shareholder return of the Common Stock over a three-year performance period beginning on June 1, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ashworth Richard M 701 COOL SPRINGS BOULEVARD FRANKLIN, TN 37067	X		President and CEO

Signatures
/s/ Mary Flipse, by power of attorney for Richard M. Ashworth		6/2/2020
**Signature of Reporting Person		Date