4//SEC Filing
Planet Fitness, Inc. 4
Accession 0000899243-15-003071
$PLNTCIK 0001637207operating
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 5:13 PM ET
Size
18.3 KB
Accession
0000899243-15-003071
Insider Transaction Report
Form 4
TSG6 Management L.L.C.
10% 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)
TSG6 PF Co-Investors A L.P.
10% Owner
Transactions
- Sale
Class A common stock
2015-08-11$14.96/sh−5,033,945$75,307,817→ 21,072,985 total(indirect: See footnotes) - 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)
TSG6 AIV II-A L.P.
10% Owner
Transactions
- Sale
Class A common stock
2015-08-11$14.96/sh−5,033,945$75,307,817→ 21,072,985 total(indirect: See footnotes) - 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)
TSG6 AIV II L.P.
10% Owner
Transactions
- Sale
Class A common stock
2015-08-11$14.96/sh−5,033,945$75,307,817→ 21,072,985 total(indirect: See footnotes) - 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)
TSG PF Investment LLC
10% 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)
TSG PF Investment II L.L.C.
10% Owner
Transactions
- Sale
Class A common stock
2015-08-11$14.96/sh−5,033,945$75,307,817→ 21,072,985 total(indirect: See footnotes) - 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)
Footnotes (6)
- [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 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.
- [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, and therefore may be deemed to share voting and dispositive power with respect to the securities reported herein.
- [F5]The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.
- [F6]The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
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, 5:13 PM ET
- Size
- 18.3 KB