4//SEC Filing
Planet Fitness, Inc. 4
Accession 0000899243-15-003069
$PLNTCIK 0001637207operating
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 5:02 PM ET
Size
10.5 KB
Accession
0000899243-15-003069
Insider Transaction Report
Form 4
Esserman Charles
Director10% Owner
Transactions
- Disposition to Issuer
Holding Units and Class B common stock
2015-08-11$14.96/sh−10,491,055$156,946,183→ 43,917,411 total(indirect: See footnotes)→ Class A common stock (10,491,055 underlying) - Sale
Class A common stock
2015-08-11$14.96/sh−5,033,945$75,307,817→ 21,072,985 total(indirect: See footnotes)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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 Class B Shares) 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.
- [F4]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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein.
- [F5]Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.
Documents
Issuer
Planet Fitness, Inc.
CIK 0001637207
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001637207
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 5:02 PM ET
- Size
- 10.5 KB