SEC Form 4 · accession 0001562180-18-003642

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

Aug 14, 2018

Accepted (ET)

Aug 16, 2018 · 7:20 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^F1,F2	Aug 14, 2018	C	8,784	$0.00	A	8,784	I	By Trust
Class A common stock^F1,F3,F2	Aug 14, 2018	S	8,784	$50.401	D	0	I	By Trust
Class A common stock^F1,F4	Aug 14, 2018	C	3,466	$0.00	A	3,466	I	By Trust
Class A common stock^F1,F3,F4	Aug 14, 2018	S	3,466	$50.401	D	0	I	By Trust
Class A common stock^F1,F5	Aug 14, 2018	C	18,739	$0.00	A	18,739	I	By Trust
Class A common stock^F1,F6,F5	Aug 14, 2018	S	18,739	$51.51	D	0	I	By Trust
Class A common stock^F1,F7	Aug 14, 2018	C	7,361	$0.00	A	7,361	I	By Trust
Class A common stock^F1,F6,F7	Aug 14, 2018	S	7,361	$51.51	D	0	I	By Trust
Class A common stock^F1,F8	Aug 14, 2018	C	10,406	$0.00	A	10,406	I	By Trust
Class A common stock^F1,F9,F8	Aug 14, 2018	S	10,406	$52.25	D	0	I	By Trust
Class A common stock^F1,F10	Aug 14, 2018	C	4,084	$0.00	A	4,084	I	By Trust
Class A common stock^F1,F9,F10	Aug 14, 2018	S	4,084	$52.25	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 stock^F1,F11,F8	—	Aug 14, 2018	C	37,929	D	—	—	Class A common stock	37,929	4,751,147	I
Holding Units and Class B common stock^F1,F11,F10	—	Aug 14, 2018	C	14,911	D	—	—	Class A common stock	14,911	1,317,163	I

Explanation of responses

F1This transaction was effected pursuant to a Rule 10b5-1 trading plan.
F10Following the transactions described herein, The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 holds 1,317,163 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.
F11Pursuant 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.
F2Following the transactions described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 holds 4,780,292 Holdings Units and corresponding shares of Class B common stock.
F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $49.82 to $50.82, 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 Irrevocable GST Trust of 2012, u/d/t 11/08/12 holds 1,328,608 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.
F5Following the transactions described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 holds 4,761,553 Holdings Units and corresponding shares of Class B common stock.
F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $50.83 to $51.83, 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 Irrevocable GST Trust of 2012, u/d/t 11/08/12 holds 1,321,247 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.
F8Following the transactions described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 holds 4,751,147 Holdings Units and corresponding shares of Class B common stock.
F9The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.84 to $52.685, 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.

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.