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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Holding Units and Class B common stock | (3) | 08/11/2015 | D | 10,491,055 (2) | (3) | (3) | Class A common stock | 10,491,055 (2) | $ 14.96 | 43,917,411 (2) | I | See footnotes (1) (2) (3) (4) (5) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TSG6 Management L.L.C. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA 94111 |
X | |||
| TSG6 AIV II-A L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA 94111 |
X | |||
| TSG6 PF Co-Investors A L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA 94111 |
X | |||
| TSG6 AIV II L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA 94111 |
X | |||
| TSG PF Investment LLC C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA 94111 |
X | |||
| TSG PF Investment II L.L.C. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA 94111 |
X | |||
| /s/ R. Wallace Wertsch | 08/13/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On August 11, 2015, TSG6 AIV II-A L.P. ("AIV II-A") sold 2,385,274 shares of Class A common stock of Planet Fitness, Inc. (the "Company") and TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 2,648,671 shares of Class A common stock of the Company to the underwriters in the Company's initial public offering. Following such sales, AIV II-A holds 9,985,179 shares of Class A common stock of the Company and Co-Investors A holds 11,087,806 shares of Class A common stock of the Company. |
| (2) | On August 11, 2015, TSG6 PF Investment LLC ("Investment") sold 9,043,790 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 9,043,790 shares of Class B common stock of the Company and TSG6 PF Investment II LLC ("Investment II") sold 1,447,265 Holding Units of Pla-Fit Holdings, LLC and 1,447,265 shares of Class B common stock of the Company to the Company in connection with the Company's initial public offering. Following such sales, Investment holds 37,858,904 Holding Units of Pla-Fit Holdings, LLC and 37,858,904 shares of Class B common stock of the Company and Investment II holds 6,058,507 Holding Units of Pla-Fit Holdings, LLC and 6,058,507 shares of Class B common stock of the Company. |
| (3) | Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its shares of Class B common stock) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. 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. |
| (4) | TSG6 Management L.L.C. is the general partner of each of AIV II-A, Co-Investors A and TSG6 AIV II L.P., which is the managing member of Investment and Investment II, and therefore may be deemed to share voting and dispositive power with respect to the securities reported herein. |
| (5) | The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein. |
| (6) | The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |
| Remarks: R. Wallace Wertsch is signing on behalf of the Reporting Persons pursuant to Powers of Attorney dated July 29, 2015, which were previously filed with the Securities and Exchange Commission. | |