SEC Form 4 · accession 0000899243-17-012980
Planet Fitness, Inc. · PLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles Esserman
Director · 10% Owner
Period of report
May 10, 2017
Accepted (ET)
May 12, 2017 · 4:16 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 | May 10, 2017 | C | 10,869,819 | $0.00 | A | 16,085,510 | I | See footnotes |
| Class A common stockF3,F1,F2,F4,F5,F6 | May 10, 2017 | S | 16,085,510 | $20.28 | D | 0 | 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 | — | May 10, 2017 | C | 10,869,819 | D | — | — | Class A common stock | 10,869,819 | 0 | I |
Explanation of responses
- F1On May 10, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 9,370,304 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 9,370,304 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 9,370,304 shares of Class A common stock of the Company, and substantially simultaneously sold all 9,370,304 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on May 10, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company for 1,499,515 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,499,515 shares of Class A common stock of the Company to the underwriter in the Offering.
- F2(Continued from Footnote 1) Following such sales, neither Investment nor Investment II holds any Holding Units or shares of Class B common stock of the Company.
- F3On May 10, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,471,391 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 2,744,300 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, neither AIV II-A nor Co-Investors A holds any 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein.
- F6Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.
Remarks
R. Wallace Wertsch is signing on behalf of Charles Esserman pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission.