PW Partners Capital Management LLC 4
4 · TOWN SPORTS INTERNATIONAL HOLDINGS INC · Filed Dec 13, 2019
Insider Transaction Report
Form 4
Walsh Patrick
Other
Transactions
- Purchase
Option (right to buy)
2019-12-11+1,500,000→ 1,500,000 total(indirect: By PW Partners Atlas Fund II LP)Exercise: $1.50From: 2019-12-11Exp: 2019-12-23→ Common Stock, $0.001 par value (1,500,000 underlying)
Holdings
- 1,271,182(indirect: By PW Partners Atlas Fund III LP)
Common Stock, $0.001 par value
- 2,500,434
Common Stock, $0.001 par value
Footnotes (4)
- [F1]This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- [F2]Represents securities owned directly by Atlas Fund III. As the General Partner of Atlas Fund III, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Investment Manager of Atlas Fund III, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund III.
- [F3]Represents securities owned directly by PW Partners Atlas Fund II LP ("Atlas Fund II"). As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.
- [F4]On December 11, 2019, Atlas Fund II entered into a Call Option Agreement (the "Option Agreement") with HG Vora Special Opportunities Master Fund, Ltd. ("HG Vora") pursuant to which HG Vora granted Atlas Fund II an irrevocable option to purchase from HG Vora up to 1,500,000 shares of Common Stock at an exercise price of $1.50 per share (the "Option"). The Option is exercisable by Atlas Fund II at any time prior to 12:00 p.m. Eastern time on December 23, 2019, in whole or in part, at Atlas Fund II's sole discretion.