SEC Form 4 · accession 0000899243-15-003071
Planet Fitness, Inc. · PLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
TSG6 AIV II-A L.P.
10% Owner
TSG6 AIV II L.P.
10% Owner
TSG PF Investment LLC
10% Owner
TSG PF Investment II L.L.C.
10% Owner
TSG6 PF Co-Investors A L.P.
10% Owner
TSG6 Management L.L.C.
10% Owner
Period of report
Aug 11, 2015
Accepted (ET)
Aug 13, 2015 · 5:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001637207
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1,F2,F3,F4,F5,F6 | Aug 11, 2015 | S | 5,033,945 | $14.96 | D | 21,072,985 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Holding Units and Class B common stockF2,F1,F3,F4,F5,F6 | — | Aug 11, 2015 | D | 10,491,055 | D | — | — | Class A common stock | 10,491,055 | 43,917,411 | I |
Explanation of responses
- F1On August 11, 2015, TSG6 AIV II-A L.P. ("AIV II-A") sold 2,385,274 shares of Class A common stock of Planet Fitness, Inc. (the "Company") and TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 2,648,671 shares of Class A common stock of the Company to the underwriters in the Company's initial public offering. Following such sales, AIV II-A holds 9,985,179 shares of Class A common stock of the Company and Co-Investors A holds 11,087,806 shares of Class A common stock of the Company.
- F2On August 11, 2015, TSG6 PF Investment LLC ("Investment") sold 9,043,790 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 9,043,790 shares of Class B common stock of the Company and TSG6 PF Investment II LLC ("Investment II") sold 1,447,265 Holding Units of Pla-Fit Holdings, LLC and 1,447,265 shares of Class B common stock of the Company to the Company in connection with the Company's initial public offering. Following such sales, Investment holds 37,858,904 Holding Units of Pla-Fit Holdings, LLC and 37,858,904 shares of Class B common stock of the Company and Investment II holds 6,058,507 Holding Units of Pla-Fit Holdings, LLC and 6,058,507 shares of Class B common stock of the Company.
- F3Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its shares of Class B common stock) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock.
- F4TSG6 Management L.L.C. is the general partner of each of AIV II-A, Co-Investors A and TSG6 AIV II L.P., which is the managing member of Investment and Investment II, and therefore may be deemed to share voting and dispositive power with respect to the securities reported herein.
- F5The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.
- F6The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
Remarks
R. Wallace Wertsch is signing on behalf of the Reporting Persons pursuant to Powers of Attorney dated July 29, 2015, which were previously filed with the Securities and Exchange Commission.