SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* NORWEST EQUITY PARTNERS V LP (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2004	3. Issuer Name and Ticker or Trading Symbol LIFE TIME FITNESS INC [ LTM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,835,998	D(1)
Common Stock	30,473	I	By limited partnership(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	06/29/2004	(3)	Common Stock	697,666	(4)	D(1)
Series D Convertible Preferred Stock	06/29/2004	(3)	Common Stock	250,000	(5)	D(1)
Series B Convertible Preferred Stock	06/29/2004	(3)	Common Stock	800,000	(4)	I	By limited partnership(2)
Series C Convertible Preferred Stock	06/29/2004	(3)	Common Stock	1,000,000	(6)	I	By limited partnership(7)
Series D Convertible Preferred Stock	06/29/2004	(3)	Common Stock	250,000	(5)	I	By limited partnership(7)

1. Name and Address of Reporting Person* NORWEST EQUITY PARTNERS V LP (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LINDAHL JOHN E (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STILL GEORGE J JR (Last) (First) (Middle) C/O NORWEST VENTURE PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ITASCA PARTNERS V LLP (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WHALEY JOHN P (Last) (First) (Middle) 3600 IDS CENTER 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities reported on Line 1 of Table 1 and on Lines 1 and 2 of Table II are held of record by Norwest Equity Partners V, LP ("NEP V"), a limited partnership, of which Itasca Partners V, L.L.P. ("Itasca V") is the general partner. John E. Lindahl and George J. Stills, Jr., are the managing partners and John P. Whaley is the managing administrative partner of Itasca V. Each of Itasca V and Messrs. Lindahl, Still and Whaley disclaims any beneficial interest in such securities, except to the extent of its or his indirect pecuniary interest therein.

2. The securities reported on Line 2 of Table I and Line 3 of Table II are held of record by Norwest Equity Partners VI, LP ("NEP VI"), a limited partnership, of which Itasca LBO Partners VI, LLP (" Itasca VI") is the general partner. John E. Lindahl is the managing partner and John P. Whaley is the managing administrative partner of Itasca VI. Each of Itasca VI and Messrs. Lindahl and Whaley disclaims any beneficial interest in such securities, except to the extent of its or his indirect pecuniary interest therein.

3. Not applicable.

4. Each share of Series B Preferred Stock converts into 4.571428 shares of Issuer's common stock.

5. Each share of Series D Preferred Stock ("Series D") converts into one share of Issuer's common stock. In connection with the initial public offering, each share of Series D will convert into 1.25 shares of Issuer's common stock.

6. Each share of Series C Preferred Stock ("Series C") converts into one share of Issuer's common stock. In connection with the initial public offering, each share of Series C will convert into 1.25 shares of Issuer's common stock.

7. The securities reported in Lines 4 and 5 of Table II are held of record by Norwest Equity Partners VII, LP ("NEP VII"), a limited partnership, of which Itasca LBO Partners VII, LLP ("Itasca VII") is the general partner. John E. Lindahl is the managing partner and John P. Whaley is the managing administrative partner of Itasca VII. Each of Itasca VII and Messrs. Lindahl and Whaley disclaims any beneficial interest in such securities, except to the extent of its or his indirect pecuniary interest therein.

Remarks:

	/s/ John E. Lindahl, as General Partner of Norwest Equity Partners V, LP, a Minnesota Limited Partnership	06/29/2004
	John E. Lindahl	06/29/2004
	George J. Stills, Jr., by Mary E. Schaffner, his Attorney-in-Fact	06/29/2004
	John E. Lindahl, Managing Partner of Itasca Partners V, LLP, for itself	06/29/2004
	John P. Whaley, by Mary E. Shaffner, his Attorney-in-Fact	06/29/2004
	** Signature of Reporting Person	Date
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