SEC Form 4 · accession 0000921895-19-000306
TOWN SPORTS INTERNATIONAL HOLDINGS INC · CLUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Patrick Walsh
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jan 21, 2019
Accepted (ET)
Feb 11, 2019 · 6:29 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,F2 | Jan 21, 2019 | A | 275,000 | $0.00 | A | 1,789,080 | D | |
| Common Stock, $0.001 par valueF1,F3 | Feb 1, 2019 | A | 13,423 | $0.00 | A | 1,802,503 | D | |
| Common Stock, $0.001 par valueF1,F4 | holding | — | — | — | 1,271,182 | 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 shares of restricted stock that were issued to Mr. Walsh under the Issuer's Amended and Restated 2006 Stock Incentive Plan. The shares of restricted stock will vest in three equal annual installments commencing on January 21, 2020, the first anniversary of the grant date.
- F3Represents shares of restricted stock that were issued to Mr. Walsh under the Issuer's Amended and Restated 2006 Stock Incentive Plan. The shares of restricted stock will vest in three equal annual installments commencing on February 1, 2020, the first anniversary of the grant date.
- F4Represents 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.