SEC Form 4 · accession 0001562180-17-003879
Planet Fitness, Inc. · PLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dorvin D Lively
Officer — President & CFO
Period of report
Dec 12, 2017
Accepted (ET)
Dec 14, 2017 · 5:32 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 StockF1 | Dec 12, 2017 | C | 67,273 | $0.00 | A | 67,273 | D | |
| Class A Common StockF1,F2 | Dec 12, 2017 | S | 67,273 | $31.2843 | D | 0 | D | |
| Class A Common StockF3 | Dec 13, 2017 | C | 38,170 | $0.00 | A | 38,170 | D | |
| Class A Common StockF3,F4 | Dec 13, 2017 | S | 38,170 | $31.8763 | 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,F5 | — | Dec 12, 2017 | C | 67,273 | D | — | — | Class A common stock | 67,273 | 993,183 | D |
| Holding Units and Class B common stockF3,F5 | — | Dec 13, 2017 | C | 38,170 | D | — | — | Class A common stock | 38,170 | 955,013 | D |
Explanation of responses
- F1On December 12, 2017, Dorvin Lively exchanged 67,273 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 67,273 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 67,273 shares of Class A common stock of the Company, and substantially simultaneously sold all 67,273 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively held 993,183 Holding Units and 993,183 shares of Class B common stock of the Company.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.10 to $31.55, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
- F3On December 13, 2017, Dorvin Lively exchanged 38,170 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 38,170 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 38,170 shares of Class A common stock of the Company, and substantially simultaneously sold all 38,170 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively holds 955,013 Holding Units and 955,013 shares of Class B common stock of the Company.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.64 to $32.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
- F5Pursuant 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, the holders thereof may exchange all or a portion of their Holding Units along with an equal number of shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one 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 do not expire. 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.
Remarks
Mr. Lively is President and Chief Financial Officer of the Company.