SEC Form 4 · accession 0001562180-17-001283
Planet Fitness, Inc. · PLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Spinelli Jr.
Director
Period of report
Mar 14, 2017
Accepted (ET)
Mar 16, 2017 · 6:33 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 Stock | Mar 14, 2017 | C | 25,000 | $0.00 | A | 25,000 | D | |
| Class A Common Stock | Mar 14, 2017 | S | 25,000 | $20.44 | 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 | — | Mar 14, 2017 | C | 25,000 | D | — | — | Class A common stock | 25,000 | 124,052 | D |
Explanation of responses
- F1On March 14, 2017, Stephen Spinelli, Jr. exchanged 25,000 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 25,000 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 25,000 shares of Class A common stock of the Company, and substantially simultaneously sold all 25,000 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"). Following the sale, Mr. Spinelli holds 124,052 Holding Units and 124,052 shares of Class B common stock of the Company.
- F2Pursuant 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.