SEC Form 4 · accession 0000899243-16-023905
Planet Fitness, Inc. · PLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard L Moore
Officer — See Remarks
Period of report
Jun 28, 2016
Accepted (ET)
Jun 30, 2016 · 4:12 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 | Jun 28, 2016 | C | 150,000 | $0.00 | A | 150,000 | D | |
| Class A common stockF1 | Jun 28, 2016 | S | 150,000 | $15.7575 | D | 0 | D |
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 stockF1,F2 | — | Jun 28, 2016 | C | 150,000 | D | — | — | Class A common stock | 150,000 | 843,711 | D |
Explanation of responses
- F1On June 28, 2016, Mr. Moore exchanged 150,000 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 150,000 shares of Class B common stock of the Company for 150,000 shares of Class A common stock of the Company, and substantially simultaneously sold all 150,000 shares of Class A common stock of the Company to the underwriters in the Company's secondary offering. Following such sale, Mr. Moore holds 843,711 Holding Units of Pla-Fit Holdings, LLC and 843,711 shares of Class B common stock of the Company.
- F2Pursuant 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, Mr. Moore may exchange all or a portion of his vested Holding Units along with an equal number of his shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one vested Holding Unit and one share of Class B common stock together exchangeable for one share of Class A common stock). The Holding Units will expire on April 30, 2023 and the holders thereof are not required to pay an exercise price in connection with any such exchange. 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.
Remarks
Mr. Moore is Chief Administrative Officer and General Counsel of the Company. Justin Vartanian is signing on behalf of Richard L. Moore, pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission.