SEC Form 4 · accession 0001562180-19-001874
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
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 5:18 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 StockF1 | Mar 8, 2019 | C | 98,883 | $0.00 | A | 98,883 | D | |
| Class A Common StockF1,F2 | Mar 8, 2019 | S | 98,883 | $63.5107 | D | 0 | D | |
| Class A Common StockF1 | Mar 8, 2019 | C | 1,117 | $0.00 | A | 1,117 | D | |
| Class A Common StockF1,F3 | Mar 8, 2019 | S | 1,117 | $64.0067 | 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,F4 | — | Mar 8, 2019 | C | 100,000 | D | — | — | Class A common stock | 100,000 | 717,993 | D |
Explanation of responses
- F1On March 8, 2019, Dorvin Lively exchanged 100,000 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 100,000 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 100,000 shares of Class A common stock of the Company, and substantially simultaneously sold all 100,000 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively held 717,993 Holding Units and 717,993 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 $63.00 to $63.99, 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.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $64.00 to $64.03, 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.
- F4Pursuant 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.