4//SEC Filing
Planet Fitness, Inc. 4
Accession 0000899243-17-012980
$PLNTCIK 0001637207operating
Filed
May 11, 8:00 PM ET
Accepted
May 12, 4:16 PM ET
Size
13.1 KB
Accession
0000899243-17-012980
Insider Transaction Report
Form 4
Esserman Charles
Director10% Owner
Transactions
- Conversion
Class A common stock
2017-05-10+10,869,819→ 16,085,510 total(indirect: See footnotes) - Sale
Class A common stock
2017-05-10$20.28/sh−16,085,510$326,214,143→ 0 total(indirect: See footnotes) - Conversion
Holding Units and Class B common stock
2017-05-10−10,869,819→ 0 total(indirect: See footnotes)→ Class A common stock (10,869,819 underlying)
Footnotes (6)
- [F1]On May 10, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 9,370,304 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 9,370,304 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 9,370,304 shares of Class A common stock of the Company, and substantially simultaneously sold all 9,370,304 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on May 10, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company for 1,499,515 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,499,515 shares of Class A common stock of the Company to the underwriter in the Offering.
- [F2](Continued from Footnote 1) Following such sales, neither Investment nor Investment II holds any Holding Units or shares of Class B common stock of the Company.
- [F3]On May 10, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,471,391 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 2,744,300 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, neither AIV II-A nor Co-Investors A holds any 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. 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
- May 11, 8:00 PM ET
- Accepted
- May 12, 4:16 PM ET
- Size
- 13.1 KB