UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
 (Amendment No. )*

HEALTHWAYS, INC.
(Name of Issuer)

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

422245100
(CUSIP Number)

January 26, 2015
(Date of Event which Requires Filing
of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
☐
Rule 13d-1(b)
 
☒
Rule 13d-1(c)
 
☐
Rule 13d-1(d)



*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9

 
CUSIP No. 422245100                                                              
 
 
13G
 
 
Page 2 of 9 Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Asset Management, L.P.
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒    
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
 OWNED
BY
EACH
REPORTING
 PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
2,076,700 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,076,700 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,076,700 (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9% (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
Page 2 of 9
 
 
CUSIP No. 422245100                                                              
 
 
13G
 
 
Page 3 of 9 Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Capital Advisors, Inc.
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
 OWNED
BY
EACH
REPORTING
 PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
2,076,700 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,076,700 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,076,700 (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9% (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
CO
 
*SEE INSTRUCTION BEFORE FILLING OUT
 
Page 3 of 9
 
 
CUSIP No. 422245100                                                              
 
 
13G
 
 
Page 4 of 9 Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
EverPoint Asset Management, LLC
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
 OWNED
BY
EACH
REPORTING
 PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
240,000 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
240,000 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
240,000 (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.7% (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
OO
 
*SEE INSTRUCTION BEFORE FILLING OUT
 
Page 4 of 9
 
 
 
CUSIP No. 422245100                                                              
 
 
13G
 
 
Page 5 of 9 Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven A. Cohen
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
 OWNED
BY
EACH
REPORTING
 PERSON
WITH:
 
 
5
 
 
SOLE VOTING POWER
 
0
 
 
6
 
 
SHARED VOTING POWER
 
2,316,700 (see Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
2,316,700 (see Item 4)
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,316,700 (see Item 4)
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5%  (see Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTION BEFORE FILLING OUT

Page 5 of 9

Item 1(a)
Name of Issuer:
   
 
Healthways, Inc.
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
701 Cool Springs Boulevard, Franklin, Tennessee 37067
   
Item 2(a)
Name of Person Filing:
   
 
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of Common Stock, $0.001 par value per share (“Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; (iii) EverPoint Asset Management, LLC (“EverPoint Asset Management”) with respect to Shares held by certain investment funds it manages; and (iv) Steven A. Cohen with respect to Shares beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc. and EverPoint Asset Management.
   
 
Point72 Asset Management, Point72 Capital Advisors Inc., EverPoint Asset Management and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
   
Item 2(b)
 
Address or Principal Business Office:
 
 
The address of the principal business office of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; and (ii) EverPoint Asset Management is 510 Madison Avenue, New York, NY 10022.
   
Item 2(c)
Citizenship:
   
 
Point72 Asset Management is a Delaware limited partnership.  Point72 Capital Advisors Inc. is a Delaware corporation.  EverPoint Asset Management is a Delaware limited liability company.  Mr. Cohen is a United States citizen.
   
Item 2(d)
Title of Class of Securities:
   
 
Common Stock, par value $0.001 per share
   
Item 2(e)
CUSIP Number:
   
 
422245100
   
Item 3
Not Applicable
   
 
 
Page 6 of 9
 
 
 
Item 4
Ownership:
   
 
The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of November 3, 2014 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended September 30, 2014.
   
 
As of the close of business on January 27, 2015:
   
 
1.  Point72 Asset Management, L.P.
 
(a) Amount beneficially owned: 2,076,700
 
(b) Percent of class: 5.9%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 2,076,700
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 2,076,700
   
 
2.  Point72 Capital Advisors, Inc.
 
(a) Amount beneficially owned: 2,076,700
 
(b) Percent of class: 5.9%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 2,076,700
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 2,076,700
   
 
3.  EverPoint Asset Management, LLC
 
(a) Amount beneficially owned: 240,000
 
(b) Percent of class: 0.7%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 240,000
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 240,000
   
 
4. Steven A. Cohen
 
(a) Amount beneficially owned: 2,316,700
 
(b) Percent of class: 6.5%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 2,316,700
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 2,316,700
   
 
Point72 Asset Management, Point72 Capital Advisors Inc., EverPoint Asset Management and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.  Pursuant to an investment management agreement, EverPoint Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Mr. Cohen controls each of
 
 
Page 7 of 9
 
  Point72 Capital Advisors Inc. and EverPoint Asset Management. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 2,076,700 Shares (constituting approximately 5.9% of the Shares outstanding); and (ii) EverPoint Asset Management and Mr. Cohen may be deemed to beneficially own 240,000 Shares (constituting approximately 0.7% of the Shares outstanding).  Each of Point72 Asset Management, Point72 Capital Advisors Inc., EverPoint Asset Management and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
   
Item 5
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☐
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not Applicable
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
Not Applicable
   
Item 8
Identification and Classification of Members of the Group:
   
 
Not Applicable
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10
Certification:

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
Page 8 of 9
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2015

POINT72 ASSET MANAGEMENT, L.P.

By:  /s/ Peter Nussbaum                       
Name:  Peter Nussbaum
Title:  Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By:  /s/ Peter Nussbaum                       
Name:  Peter Nussbaum
Title:  Authorized Person
EVERPOINT ASSET MANAGEMENT, LLC

By:  /s/ Peter Nussbaum                       
Name:  Peter Nussbaum
Title:  Authorized Person
STEVEN A. COHEN

By:  /s/ Peter Nussbaum                       
Name:  Peter Nussbaum
Title:  Authorized Person
Page 9 of 9