PW Partners Atlas Fund II, LP 3
3 · TOWN SPORTS INTERNATIONAL HOLDINGS INC · Filed Dec 17, 2019
Insider Transaction Report
Form 3
Holdings
Option (right to buy)
Exercise: $1.50From: 2019-12-11Exp: 2019-12-23→ Common Stock, $0.001 par value (1,500,000 underlying)
Footnotes (2)
- [F1]PW Partners Atlas Fund II LP ("Atlas Fund II") 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. Atlas Fund II disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F2]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.