UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Healthways, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
422245100
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] 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 in 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).
CUSIP No. 422245100
1. Names of Reporting Person
Wentworth, Hauser & Violich, Inc.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Washington, United States
5. Sole Voting Power: 738,026
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 1,798,541
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,798,541
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.40%
12. Type of Reporting Person
IA
Item 1. (a) Name of Issuer: Healthways, Inc.
(b) Address of Issuer's Principal Executive Offices:
701 Cool Springs Boulevard
Franklin, TN 37067
United States
Item 2. (a) Name of Person Filing:
Wentworth, Hauser & Violich, Inc. ("Wentworth")
(b) Address of Principal Business Offices:
301 Battery Street, Suite 400
San Francisco, CA 94111-3203
United States
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 422245100
Item 3. Wentworth, Hauser & Violich, Inc. is an investment adviser in
accordance with 13d-1(b)(1)(ii)(E);
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each filing
person.
Under the definition of "beneficial ownership" in Rule 13d-3 under
the Securities Exchange Act of 1934, it is also possible that the
individual directors, executive officers, and/or shareholders of
Wentworth might be deemed the "beneficial owners" of some or all of
the securities to which this Schedule 13G relates in that they might
be deemed to share the power to direct the voting or disposition of such
securities. Neither the filing of this Schedule 13G nor any of its
contents shall be deemed to constitute an admission that any of such
individuals is, for any purpose, the beneficial owner of any of the
securities to which this Schedule 13G relates, and such beneficial
ownership is expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
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 I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and 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.
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.
Date: February 14, 2012
Wentworth, Hauser & Violich, Inc.
By: /s/ Pavita Fleischer
--------------------------
Name: Pavita Fleischer
Title: Chief Compliance Officer