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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
American Healthways, Inc
Common Stock, $.001 par value
02649V 10
December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
x 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 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).
| 13G/A | ||||||
| CUSIP No. 02649V 10 | ||||||
| 1. | Name of Reporting Person: Thomas G. Cigarran |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 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: 1,238,665 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 1,238,665 | |||||
| 8. | Shared Dispositive Power: 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,238,665 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 3.8% | |||||
| 12. | Type of Reporting Person: IN | |||||
2
| CUSIP NO. 02649V 10 | 13G/A |
| Item 1(a) | Name of Issuer: | American Healthways, Inc. | ||
| (“AMHC”) | ||||
| Item 1(b) | Address of Issuer’s | 3841 Green Hills Village Drive | ||
| Principal Executive | Nashville, Tennessee 37215 | |||
| Offices: | ||||
| Item 2(a) | Name of Person Filing: | Thomas G. Cigarran | ||
| Item 2(b) | Address of Principal | 3841 Green Hills Village Drive | ||
| Business Office: | Nashville, Tennessee 37215 | |||
| Item 2(c) | Citizenship: | United States citizen | ||
| Item 2(d) | Title of Class | Common stock, $.001 par value | ||
| of Securities: | (“Common Stock”) | |||
| Item 2(e) | CUSIP Number: | 02649V 10 | ||
| Item 3. | Inapplicable. | |||
| Item 4. | Ownership. |
| Total Shares | ||||||||||||||||||||||||||||
| of AMHC | ||||||||||||||||||||||||||||
| Common | Sole | Shared | ||||||||||||||||||||||||||
| Stock | Percent | Sole | Shared | Power | Power | |||||||||||||||||||||||
| Beneficially | of | Voting | Voting | to | to | |||||||||||||||||||||||
| Person | Owned | Class(1) | Power | Power | Dispose | Dispose | ||||||||||||||||||||||
Thomas G. Cigarran |
1,238,665 | (2) | 3.8% | 1,238,665 | — | 1,238,665 | — | |||||||||||||||||||||
| (1) | Based on 31,952,279 shares of Common Stock outstanding as of December 31, 2003, plus 536,250 shares of Common Stock subject to options held by the reporting person, which are exercisable within 60 days of December 31, 2003. | |
| (2) | Includes 536,250 shares which the reporting person had the right to acquire within 60 days of December 31, 2003 upon exercise of options. |
| CUSIP NO. 02649V 10 | 13G/A |
Item 5. Ownership of Five Percent or Less of a Class.
[X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable.
Item 10. Certification.
Inapplicable.
| CUSIP NO. 02649V 10 | 13G/A |
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.
|
February 11, 2004 Date |
||
|
/s/ Thomas G. Cigarran Signature |
||
|
Thomas G. Cigarran, Chairman American Healthways, Inc. Name/Title |