SEC Form 4 · accession 0001562180-17-001130

Planet Fitness, Inc. · PLNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Financial Officer

Period of report

Mar 2, 2017

Accepted (ET)

Mar 6, 2017 · 4:51 pm EST

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 Stock^F1	Mar 2, 2017	C	468	$0.00	A	468	D
Class A Common Stock^F1,F2	Mar 2, 2017	S	468	$22.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Holding Units and Class B common stock^F1,F3	—	Mar 2, 2017	C	468	D	—	—	Class A common stock	468	1,405,413	D

F1This transaction was effected pursuant to a Rule 10b5-1 trading plan.
F2The shares were sold in a single transaction at a price of $22.00.
F3Pursuant 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, such holders may exchange all or a portion of their vested Holding Units along with an equal number of their 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 holders thereof are not required to pay an exercise price in connection with any such exchange. The Holding Units will expire on April 30, 2023 and are subject to vesting. 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.

Mr. Lively is Chief Financial Officer of the Company.