SEC Form 4 · accession 0001562180-18-004226
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
Oct 15, 2018
Accepted (ET)
Oct 16, 2018 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001637207
Table I — non-derivative securities
No Table I lines on this filing.
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,F3 | — | Oct 15, 2018 | G | 1,000,000 | D | — | — | Class A common stock | 1,000,000 | 3,527,147 | I |
| Holding Units and Class B common stockF1,F2,F4 | — | Oct 15, 2018 | G | 1,000,000 | A | — | — | Class A common stock | 1,000,000 | 1,000,000 | I |
Explanation of responses
- F1On October 15, 2018 1,000,000 Holdings Units and shares of Class B common stock were transferred for no consideration as a gift from The Christopher J. Rondeau Revocable Trust of 2006 u/d/t dated May 15, 2006 to The Christopher J. Rondeau GRAT II of 2018 u/d/t dated October 15, 2018.
- 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, 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.
- F3Following the gift transfer described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 holds 3,527,147 Holdings Units and corresponding shares of Class B common stock.
- F4Following the gift transfer described herein, The Christopher J. Rondeau GRAT II of 2018 u/d/t dated October 15, 2018 1,000,000 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.
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.