4//SEC Filing
Planet Fitness, Inc. 4
Accession 0000899243-16-030438
$PLNTCIK 0001637207operating
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 5:11 PM ET
Size
13.3 KB
Accession
0000899243-16-030438
Insider Transaction Report
Form 4
Esserman Charles
Director10% Owner
Transactions
- Conversion
Holding Units and Class B common stock
2016-09-28−5,406,019→ 30,990,346 total(indirect: See footnotes)→ Class A common stock (5,406,019 underlying) - Conversion
Class A common stock
2016-09-28+5,406,019→ 20,276,183 total(indirect: See footnotes) - Sale
Class A common stock
2016-09-28$19.62/sh−8,000,000$156,960,000→ 14,870,164 total(indirect: See footnotes)
Footnotes (6)
- [F1]On September 28, 2016, (i) TSG6 PF Investment LLC ("Investment") exchanged 4,660,246 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 4,660,246 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 4,660,246 shares of Class A common stock of the Company, and substantially simultaneously sold all 4,660,246 shares of Class A common stock of the Company to the underwriters in the Company's secondary offering, which closed on September 28, 2016 (the "Offering"), and (ii) TSG6 PF Investment II LLC ("Investment II") exchanged 745,773 Holding Units of Pla-Fit Holdings, LLC and 745,773 shares of Class B common stock of the Company for 745,773 shares of Class A common stock of the Company, and substantially simultaneously sold all 745,773 shares of Class A common stock of the Company to the underwriters in the Offering.
- [F2](Continued from footnote 1) Following such sales, Investment holds 26,715,158 Holding Units of Pla-Fit Holdings, LLC and 26,715,158 shares of Class B common stock of the Company and Investment II holds 4,275,188 Holding Units of Pla-Fit Holdings, LLC and 4,275,188 shares of Class B common stock of the Company.
- [F3]On September 28, 2016, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 1,229,127 shares of Class A common stock of the Company to the underwriters in the Offering and (ii) TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 1,364,854 shares of Class A common stock of the Company to the underwriters in the Offering. Following such sales, AIV II-A holds 7,046,047 shares of Class A common stock of the Company and Co-Investors A holds 7,824,117 shares of Class A common stock of the Company.
- [F4]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.
- [F5]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.
- [F6]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
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 5:11 PM ET
- Size
- 13.3 KB