SEC Form 4 · accession 0000899243-16-030144
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
Sep 23, 2016
Accepted (ET)
Sep 27, 2016 · 5:00 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 | Sep 23, 2016 | C | 8,200 | $0.00 | A | 8,200 | D | |
| Class A common stockF1,F3 | Sep 23, 2016 | S | 8,200 | $21.0037 | 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 | — | Sep 23, 2016 | C | 8,200 | D | — | — | Class A common stock | 8,200 | 835,511 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan.
- 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.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.00 to $21.03, inclusive. Mr. Moore undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
Remarks
Mr. Moore is Chief Administrative Officer and General Counsel of the Company.