SEC Form 4 · accession 0000899243-17-007751
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
Mar 14, 2017
Accepted (ET)
Mar 16, 2017 · 4:06 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 | Mar 14, 2017 | C | 9,984,242 | $0.00 | A | 19,990,691 | I | See Footnotes |
| Class A common stockF3,F1,F2,F4,F5,F6,F7 | Mar 14, 2017 | S | 14,775,000 | $20.44 | D | 5,215,691 | 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 | — | Mar 14, 2017 | C | 9,984,242 | D | — | — | Class A common stock | 9,984,242 | 10,869,819 | I |
Explanation of responses
- F1On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.
- F2(Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.
- F3On March 14, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,270,044 shares of Class A common stock of the Company to the underwriter in the Offering and (ii) TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 2,520,714 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, AIV II-A holds 2,471,391 shares of Class A common stock of the Company and Co-Investors A holds 2,744,300 shares of Class A common stock of the Company.
- F4Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, as amended, 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 of the Company) 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 the 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.