SEC Form 4 · accession 0001182489-17-000374
TOWN SPORTS INTERNATIONAL HOLDINGS INC · CLUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Farallon Capital Institutional Partners, L.P.
10% Owner · Other
FARALLON PARTNERS L L C/CA
10% Owner · Other
Farallon Capital Partners, L.P.
10% Owner · Other
FARALLON CAPITAL INSTITUTIONAL PARTNERS II LP
10% Owner · Other
FARALLON CAPITAL INSTITUTIONAL PARTNERS III LP
10% Owner · Other
Farallon Capital Offshore Investors II, L.P.
10% Owner · Other
Period of report
Jun 16, 2017
Accepted (ET)
Jun 20, 2017 · 6:40 pm EDT
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, par value $0.001 per shareF1,F2,F3 | Jun 16, 2017 | S | 1,323,777 | $3.60 | D | 72,234 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F4 | Jun 16, 2017 | S | 1,492,872 | $3.60 | D | 81,462 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F5 | Jun 16, 2017 | S | 968,413 | $3.60 | D | 52,843 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F6 | Jun 16, 2017 | S | 2,371 | $3.60 | D | 129 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F7 | Jun 16, 2017 | S | 62,567 | $3.60 | D | 3,414 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F3 | Jun 19, 2017 | S | 72,234 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F4 | Jun 19, 2017 | S | 81,462 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F5 | Jun 19, 2017 | S | 52,843 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F6 | Jun 19, 2017 | S | 129 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F7 | Jun 19, 2017 | S | 3,414 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.001 per shareF1,F2,F8,F9 | holding | — | — | — | 0 | I | See footnotes. | |
| Common Stock, par value $0.001 per shareF1,F2,F8,F10 | holding | — | — | — | 0 | I | See footnotes. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The entities and individuals identified in the footnotes to this Form 4 may be deemed members of a group holding equity securities of Town Sports International Holdings, Inc. (the "Issuer"). The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group.
- F10Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J.M. Spokes (the "Senior Managing Member"), as a Managing Member or the Senior Managing Member, as the case may be, of FPLLC, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds. Each of the Managing Members and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.
- F2Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 4 are filing an additional Form 4 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Form 4"). Information regarding these entities and individuals is included in this Form 4 for purposes of clarification and convenience only, and is duplicative of the information contained in the Parallel Form 4.
- F3The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").
- F4The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").
- F5The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").
- F6The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").
- F7The amount of securities shown in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II" and, together with FCP, FCIP, FCIP II and FCIP III, the "Farallon Funds").
- F8The amount of securities shown in this row is owned directly by the Farallon Funds.
- F9As the general partner of each of the Farallon Funds, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds. FPLLC hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Farallon Funds.