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 *
WINNEKINS WESLEY W
   2. Issuer Name and Ticker or Trading Symbol
Health Fitness Corp /MN/ [FIT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO/Treasurer
(Last)
(First)
(Middle)
1650 WEST 82ND STREET, SUITE 1100		 3. Date of Earliest Transaction (Month/Day/Year)
02/25/2010
(Street)

MINNEAPOLIS, MN 55431		 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 02/25/2010   U   102,974 D $ 8.78 0 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
Employee Stock Option (Right to Buy) $ 1.9 02/25/2010   D     5,000   (1) 08/01/2011 Common Stock 5,000 $ 6.88 0 D  
Employee Stock Option (Right to Buy) $ 1.9 02/25/2010   D     3,750   (1) 08/01/2011 Common Stock 3,750 $ 6.88 0 D  
Employee Stock Option (Right to Buy) $ 5.24 02/25/2010   D     5,000   (1) 02/24/2011 Common Stock 5,000 $ 3.54 0 D  
Employee Stock Option (Right to Buy) $ 5.38 02/25/2010   D     20,000   (1) 01/24/2012 Common Stock 20,000 $ 3.4 0 D  
Employee Stock Option (Right to Buy) $ 5.94 02/25/2010   D     15,000   (1) 02/26/2013 Common Stock 15,000 $ 2.84 0 D  
Employee Stock Option (Right to Buy) $ 1.38 02/25/2010   D     5,000   (1) 07/25/2013 Common Stock 5,000 $ 7.4 0 D  
Employee Stock Option (Right to Buy) $ 4.14 02/25/2010   D     8,500   (1) 03/10/2014 Common Stock 8,500 $ 4.64 0 D  
Employee Stock Option (Right to Buy) $ 5.22 02/25/2010   D     15,000   (1) 02/26/2014 Common Stock 15,000 $ 3.56 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WINNEKINS WESLEY W
1650 WEST 82ND STREET
SUITE 1100
MINNEAPOLIS, MN 55431		       CFO/Treasurer  

Signatures

 /s/ Wesley W. Winnekins   02/26/2010
**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) This option was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the market value of the underlying FIT common stock on the effective date of the merger ($8.78 per share).

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