SEC Form 4 · accession 0001562180-18-000454
Planet Fitness, Inc. · PLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Rondeau
Officer — Chief Executive Officer · Director
Period of report
Jan 24, 2018
Accepted (ET)
Jan 26, 2018 · 4:35 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,F2 | Jan 24, 2018 | C | 18,000 | $0.00 | A | 18,000 | I | By Trust |
| Class A common stockF1,F3,F2 | Jan 24, 2018 | S | 18,000 | $34.33 | D | 0 | I | By Trust |
| Class A common stockF1,F4 | Jan 24, 2018 | C | 42,000 | $0.00 | A | 42,000 | I | By Trust |
| Class A common stockF1,F3,F4 | Jan 24, 2018 | S | 42,000 | $34.33 | D | 0 | I | By Trust |
| Class A common stockF1,F5 | Jan 25, 2018 | C | 18,000 | $0.00 | A | 18,000 | I | By Trust |
| Class A common stockF1,F6,F5 | Jan 25, 2018 | S | 18,000 | $34.61 | D | 0 | I | By Trust |
| Class A common stockF1,F7 | Jan 25, 2018 | C | 42,000 | $0.00 | A | 42,000 | I | By Trust |
| Class A common stockF1,F6,F7 | Jan 25, 2018 | S | 42,000 | $34.61 | D | 0 | I | By Trust |
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,F8,F2 | — | Jan 24, 2018 | C | 18,000 | D | — | — | Class A common stock | 18,000 | 1,450,163 | I |
| Holding Units and Class B common stockF1,F8,F4 | — | Jan 24, 2018 | C | 42,000 | D | — | — | Class A common stock | 42,000 | 5,518,147 | I |
| Holding Units and Class B common stockF1,F8,F5 | — | Jan 25, 2018 | C | 18,000 | D | — | — | Class A common stock | 18,000 | 1,432,163 | I |
| Holding Units and Class B common stockF1,F8,F7 | — | Jan 25, 2018 | C | 42,000 | D | — | — | Class A common stock | 42,000 | 5,476,147 | I |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan.
- F2Following the transactions described herein, The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 held 1,450,163 Holdings Units and corresponding shares of Class B common stock. Mr. Rondeau disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.00 to $34.67, 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.
- F4Following the transactions described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 held 5,518,147 Holdings Units and corresponding shares of Class B common stock.
- F5Following the transactions described herein, The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 holds 1,432,163 Holdings Units and corresponding shares of Class B common stock. Mr. Rondeau disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.39 to $34.92, 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.
- F7Following the transactions described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 holds 5,476,147 Holdings Units and corresponding shares of Class B common stock.
- F8Pursuant 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
Justin Vartanian is signing on behalf of Mr. Rondeau pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission.