SEC Form 4 · accession 0000899243-16-030439
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
Sep 28, 2016
Accepted (ET)
Sep 30, 2016 · 5:11 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,F7 | Sep 28, 2016 | C | 5,406,019 | $0.00 | A | 20,276,183 | I | See footnotes |
| Class A common stockF3,F1,F2,F4,F5,F6,F7 | Sep 28, 2016 | S | 8,000,000 | $19.62 | D | 14,870,164 | 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 stockF1,F2,F3,F4,F5,F6,F7 | — | Sep 28, 2016 | C | 5,406,019 | D | — | — | Class A common stock | 5,406,019 | 30,990,346 | I |
Explanation of responses
- F1On September 28, 2016, (i) TSG6 PF Investment LLC ("Investment") exchanged 4,660,246 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 4,660,246 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 4,660,246 shares of Class A common stock of the Company, and substantially simultaneously sold all 4,660,246 shares of Class A common stock of the Company to the underwriters in the Company's secondary offering, which closed on September 28, 2016 (the "Offering"), and (ii) TSG6 PF Investment II LLC ("Investment II") exchanged 745,773 Holding Units of Pla-Fit Holdings, LLC and 745,773 shares of Class B common stock of the Company for 745,773 shares of Class A common stock of the Company, and substantially simultaneously sold all 745,773 shares of Class A common stock of the Company to the underwriters in the Offering.
- F2(Continued from Footnote 1) Following such sales, Investment holds 26,715,158 Holding Units of Pla-Fit Holdings, LLC and 26,715,158 shares of Class B common stock of the Company and Investment II holds 4,275,188 Holding Units of Pla-Fit Holdings, LLC and 4,275,188 shares of Class B common stock of the Company.
- F3On September 28, 2016, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 1,229,127 shares of Class A common stock of the Company to the underwriters in the Offering and (ii) TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 1,364,854 shares of Class A common stock of the Company to the underwriters in the Offering. Following such sales, AIV II-A holds 7,046,047 shares of Class A common stock of the Company and Co-Investors A holds 7,824,117 shares of Class A common stock of the Company.
- F4Pursuant 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 of the Company, 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.
- F5TSG6 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.
- F6The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.
- F7The 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.