SEC Form 4 · accession 0001562180-18-003809

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

Aug 30, 2018

Accepted (ET)

Sep 4, 2018 · 4:09 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
Class A Common Stock^F1	Aug 30, 2018	C	41,874	$0.00	A	41,874	D
Class A Common Stock^F1,F2	Aug 30, 2018	S	41,874	$50.9924	D	0	D
Class A Common Stock^F3	Aug 31, 2018	C	63,253	$0.00	A	63,253	D
Class A Common Stock^F3,F4	Aug 31, 2018	S	63,253	$51.3875	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 stock^F1,F5	—	Aug 30, 2018	C	41,874	D	—	—	Class A common stock	41,874	913,139	D
Holding Units and Class B common stock^F3,F5	—	Aug 31, 2018	C	63,253	D	—	—	Class A common stock	63,253	849,886	D

Explanation of responses

F1On August 30, 2018, Dorvin Lively exchanged 41,874 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 41,874 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 41,874 shares of Class A common stock of the Company, and substantially simultaneously sold all 41,874 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively held 913,139 Holding Units and 913,139 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 $50.71 to $51.31, 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 August 31, 2018, Dorvin Lively exchanged 63,253 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 63,253 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 63,253 shares of Class A common stock of the Company, and substantially simultaneously sold all 63,253 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively holds 849,886 Holding Units and 849,886 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 $51.18 to $51.69, 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.