4//SEC Filing
Planet Fitness, Inc. 4
Accession 0000899243-17-007751
$PLNTCIK 0001637207operating
Filed
Mar 15, 8:00 PM ET
Accepted
Mar 16, 4:06 PM ET
Size
21.2 KB
Accession
0000899243-17-007751
Insider Transaction Report
Form 4
TSG6 Management L.L.C.
10% Owner
Transactions
- Conversion
Holding Units and Class B common stock
2017-03-14−9,984,242→ 10,869,819 total(indirect: See Footnotes)→ Class A common stock (9,984,242 underlying) - Conversion
Class A common stock
2017-03-14+9,984,242→ 19,990,691 total(indirect: See Footnotes) - Sale
Class A common stock
2017-03-14$20.44/sh−14,775,000$302,001,000→ 5,215,691 total(indirect: See Footnotes)
TSG6 PF Co-Investors A L.P.
10% Owner
Transactions
- Conversion
Class A common stock
2017-03-14+9,984,242→ 19,990,691 total(indirect: See Footnotes) - Sale
Class A common stock
2017-03-14$20.44/sh−14,775,000$302,001,000→ 5,215,691 total(indirect: See Footnotes) - Conversion
Holding Units and Class B common stock
2017-03-14−9,984,242→ 10,869,819 total(indirect: See Footnotes)→ Class A common stock (9,984,242 underlying)
TSG6 AIV II L.P.
10% Owner
Transactions
- Conversion
Holding Units and Class B common stock
2017-03-14−9,984,242→ 10,869,819 total(indirect: See Footnotes)→ Class A common stock (9,984,242 underlying) - Sale
Class A common stock
2017-03-14$20.44/sh−14,775,000$302,001,000→ 5,215,691 total(indirect: See Footnotes) - Conversion
Class A common stock
2017-03-14+9,984,242→ 19,990,691 total(indirect: See Footnotes)
TSG6 AIV II-A L.P.
10% Owner
Transactions
- Sale
Class A common stock
2017-03-14$20.44/sh−14,775,000$302,001,000→ 5,215,691 total(indirect: See Footnotes) - Conversion
Class A common stock
2017-03-14+9,984,242→ 19,990,691 total(indirect: See Footnotes) - Conversion
Holding Units and Class B common stock
2017-03-14−9,984,242→ 10,869,819 total(indirect: See Footnotes)→ Class A common stock (9,984,242 underlying)
TSG PF Investment LLC
10% Owner
Transactions
- Conversion
Class A common stock
2017-03-14+9,984,242→ 19,990,691 total(indirect: See Footnotes) - Sale
Class A common stock
2017-03-14$20.44/sh−14,775,000$302,001,000→ 5,215,691 total(indirect: See Footnotes) - Conversion
Holding Units and Class B common stock
2017-03-14−9,984,242→ 10,869,819 total(indirect: See Footnotes)→ Class A common stock (9,984,242 underlying)
TSG PF Investment II L.L.C.
10% Owner
Transactions
- Sale
Class A common stock
2017-03-14$20.44/sh−14,775,000$302,001,000→ 5,215,691 total(indirect: See Footnotes) - Conversion
Holding Units and Class B common stock
2017-03-14−9,984,242→ 10,869,819 total(indirect: See Footnotes)→ Class A common stock (9,984,242 underlying) - Conversion
Class A common stock
2017-03-14+9,984,242→ 19,990,691 total(indirect: See Footnotes)
Footnotes (7)
- [F1]On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.
- [F2](Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.
- [F3]On March 14, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,270,044 shares of Class A common stock of the Company to the underwriter in the Offering and (ii) TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 2,520,714 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, AIV II-A holds 2,471,391 shares of Class A common stock of the Company and Co-Investors A holds 2,744,300 shares of Class A common stock of the Company.
- [F4]Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, as amended, 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 of the Company, 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 of the Company) 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, and therefore may be deemed to share voting and dispositive power with respect to the securities reported herein.
- [F6]The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.
- [F7]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
- Mar 15, 8:00 PM ET
- Accepted
- Mar 16, 4:06 PM ET
- Size
- 21.2 KB