Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Michela Matthew A.
 2. Date of Event Requiring Statement (Month/Day/Year)
09/02/2014		 3. Issuer Name and Ticker or Trading Symbol
HEALTHWAYS, INC [HWAY]
(Last)
(First)
(Middle)
701 COOL SPRINGS BLVD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FRANKLIN, TN 37067		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 28,967 (1)
D
 
Common Stock 148
I
Held in 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy 02/28/2014(2) 02/28/2023 Common Stock 21,044 $ 12.85 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Michela Matthew A.
701 COOL SPRINGS BLVD
FRANKLIN, TN 37067		       Chief Operating Officer  

Signatures

/s/ Alfred Lumsdaine by power of attorney for Matthew A. Michela 09/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 27,757 restricted stock units. Restricted stock units vest 25% per year beginning one year from the grant date. The grant dates for Mr. Michela's restricted stock units were 02/28/2013 and 06/26/2014.
(2) Option vests 25% per year beginning on this date.
 
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney

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