SEC Form 4 · accession 0001193125-26-259605
Life Time Group Holdings, Inc. · LTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 4, 2026 | S | 329,921 | $28.60 | D | 1,651,322 | I | See footnote |
Table II — derivative securities
Explanation of responses
- F1Represents 173,733 shares sold by Partners Group Private Equity Fund, LLC ("PG PE Fund"), 382 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 11,990 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 143,816 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"), in each case in a private transaction exempt from registration under the Securities Act of 1933.
- F2867,472 of such shares of Common Stock are directly held by PG PE Fund, 1,906 of such shares are directly held by PG PE II, 63,856 of such shares are directly held by PG Access 83 and 718,088 of such shares are directly held by PG Series 61.
- F3The investment manager of PG PE Fund is Partners Group (USA) Inc. ("PG USA"). PG USA, PG PE II, PG Access 83 and PG Series 61 are indirectly controlled by Partners Group Holding AG. Each of PG PE Fund, PG PE II, PG Access 83 and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.
Remarks
The Reporting Persons may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being parties to the Life Time Group Holdings, Inc. Third Amended and Restated Stockholders Agreement (the "Stockholders Agreement"). Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such Reporting Person. This report shall not be deemed an admission that the Reporting Persons are members of a group or the beneficial owners of any securities not directly owned by the Reporting Persons. The Reporting Persons disclaim beneficial ownership of any such securities except to the extent of their pecuniary interest, if any, therein. Pursuant to the Stockholders Agreement, Mr. Andres Small, an employee of an affiliate of the Reporting Persons, serves on the Issuer's board of directors as the Reporting Persons' representative.