SEC Form 4 · accession 0000921895-16-003170
TOWN SPORTS INTERNATIONAL HOLDINGS INC · CLUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Patrick Walsh
Director · 10% Owner
PW Partners Atlas Funds, LLC
10% Owner
PW Partners Capital Management LLC
10% Owner
PW Partners Atlas Fund III, LP
10% Owner
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 7:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001281774
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF1,F4 | Feb 1, 2016 | A | 37,975 | $0.00 | A | 114,294 | D | |
| Common Stock, $0.001 par valueF1,F2 | holding | — | — | — | 38,435 | I | By Separately Managed Account | |
| Common Stock, $0.001 par valueF1,F3 | holding | — | — | — | 2,916,244 | I | By PW Partners Atlas Fund III LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2Represents securities held in an account (the "Separately Managed Account") separately managed by PW Capital Management. As the Investment Manager of the Separately Managed Account, PW Capital Management may be deemed to beneficially own the securities held in the Separately Managed Account. Mr. Walsh, as the Managing Member of PW Capital Management, may be deemed to beneficially own the securities held in the Separately Managed Account.
- F3Represents securities owned directly by Atlas Fund III. As the General Partner of Atlas Fund III, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Investment Manager of Atlas Fund III, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund III.
- F4These shares were issued pursuant to the Registrant's 2006 Stock Incentive Plan, as amended, as an award to Mr. Walsh for his service on the Board of Directors.