Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BISGARD JAY C
   2. Issuer Name and Ticker or Trading Symbol
HEALTHWAYS, INC [HWAY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
701 COOL SPRINGS BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
06/03/2013
(Street)

FRANKLIN, TN 37067		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 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)		 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 06/03/2013   M   4,869 A $ 12.175 10,980 D  
Common Stock 06/03/2013   S(1)   4,869 D $ 14.58 (2) 6,111 D  
Common Stock 06/04/2013   M   4,749 A $ 12.175 10,860 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 $ 12.175 06/03/2013   M     4,869 06/18/2003(3) 06/18/2013 Common Stock 4,869 $ 0 (4) 4,749 D  
Option to buy $ 12.175 06/04/2013   M     4,749 06/18/2003(3) 06/18/2013 Common Stock 4,749 $ 0 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BISGARD JAY C
701 COOL SPRINGS BOULEVARD
FRANKLIN, TN 37067		   X      

Signatures

 /s/ Alfred Lumsdaine by power of attorney for Jay C. Bisgard   06/05/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The options reported herein are part of a grant of 30,000 stock options set to expire on June 18, 2013. Sale was effected pursuant to a Rule 10b5-1 trading plan. All of the proceeds from the sale of these options were utilized to cover the underlying exercise cost of all of the options herein as well as the exercise cost of the remaining 20,382 options exercised on various dates in May 2013. The 4,749 shares remaining after the sale were retained by the reporting person.
(2) This transaction was executed in multiple trades at prices ranging from $14.57 to $14.63. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
(3) Option vested 1/3 on 6/18/2003, 1/3 on 6/18/2004, and 1/3 on 6/18/2005.
(4) Information in this column is left blank because the transaction represents the conversion of a security.

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