SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NORWEST EQUITY PARTNERS V LP (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 S. 8TH ST. (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIFE TIME FITNESS INC [ LTM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/03/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/05/2005	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/03/2005		J		937,905	D	$0(1)	5,839,523	D(2)
Common Stock	01/03/2005		J		13,355	A	$0(1)	13,355	D(3)(4)
Common Stock	01/03/2005		J		8,245	A	$0(1)	5,847,768	I(3)(4)	By limited partnerships
Common Stock	01/03/2005		J		9,694	A	$0(1)	9,792	D(3)(4)
Common Stock	01/03/2005		J		7,438	A	$0(1)	5,846,961	I(3)(4)	By limited partnerships
Common Stock	01/03/2005		J		841	A	$0(1)	841	D(3)(5)
Common Stock	01/03/2005		J		19,872	A	$0(1)	8,019,872	I(3)(5)	By limited partnerships
Common Stock	01/03/2005		J		7,180	A	$0(1)	7,180	D(3)(6)
Common Stock	01/03/2005		J		14,374	A	$0(1)	8,014,374	I(3)(6)	By limited partnerships

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* NORWEST EQUITY PARTNERS V LP (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 S. 8TH ST. (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 S. 8TH ST. (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* HAQUE PROMOD (Last) (First) (Middle) C/O NORWEST VENTURE PARTNERS 525 UNIVERSITY AVE., SUITE 800 (Street) PALO ALTO CA 94301 (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 525 UNIVERSITY AVE., SUITE 800 (Street) PALO ALTO CA 94301 (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 S. 8TH ST. (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) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 S. 8TH ST. (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. Not applicable

2. The securities listed in Column 4 of Line 1, Table 1 were distributed by Norwest Equity Partners V, LP ("NEP V"), a limited partnership in a pro-rata partnership distribution to its general partner, Itasca Partners V, LLP ("Itasca V"), and its limited partners. Itasca V in turn distributed 185,513 shares received in such distribution to its partners.

3. George J. Still, Jr., Promod Haque, John Lindahl, and John P. Whaley, each of whom is a reporting person named herein, received shares in the partnership distribution described in Footnote (1) above and in pro-rata partnership distributions made by, respectively, Norwest Equity Partners VI, LP ("NEP VI")(130,669 shares), and Norwest Equity Partners VII, LP ("NEP VII") (216,111 shares). Information on the number of shares directly and indirectly received by Messrs. Still, Haque, Lindahl, and Whaley in such distributions is set forth in this Form 4 and in Footnotes 3 through 6 to this Form 4.

4. The shares reported on Lines 2 through 5 represent, respectively, shares acquired (i) directly by George J. Still, Jr. (13,355 shares-Line 2) and Promod Haque (9,792 shares-Line 4) and (ii) indirectly by Mr. Still (8,245 shares-Line 3) and Mr. Haque (7,438 shares-Line 5), in each case as general partners of their respective family limited partnerships, in pro-rata partnership distributions by NEP V, NEP VI, and NEP VII. The aggregate shares reported as indirectly beneficially owned by each of Mr. Still and Mr. Haque, respectively, include 5,839,523 shares held of record by NEP V. Messrs. Still and Haque are each a managing general partner of Itasca V, and may be deemed to beneficially own shares held by NEP V. Each of Messrs. Still and Haque disclaims any beneficial interest in the securities held by NEP V, except to the extent of his pecuniary interest therein.

5. The shares reported on Lines 6 and 7 represent shares acquired directly by John Lindahl (841 shares) and indirectly as the general partner of a family limited partnership (19,872 shares) in pro-rata partnership distributions by, respectively, NEP V, NEP VI, and NEP VII. Mr. Lindahl is a managing partner of each of the general partners of NEP V, NEP VI, and NEP VII and in such capacity, may be deemed to beneficially own shares held by such partnerships. The aggregate shares reported as indirectly beneficially owned by Mr. Lindahl include, respectively, 5,839,523 shares held of record by NEP V, 814,088 shares held of record by NEP VI, and 1,346,389 shares held of record by NEP VII. Mr. Lindahl disclaims any beneficial interest in the securities held by the indicated partnerships, except to the extent of his pecuniary interest therein.

6. The shares reported on Lines 8 and 9 represent shares acquired directly by John Whaley (7,180 shares) and indirectly as the general partner of a family limited partnership (14,374 shares) in a pro-rata partnership distributions by, respectively, NEPV, NEPVI and NEPVII.Mr. Whaley is the managing administrative partner of each of the general partners of NEP V, NEP VI, and NEP VII and in such capacity, may be deemed to beneficially own shares held by such partnerships. The aggregate shares reported as indirectly beneficially owned by Mr. Whaley include, respectively, 5,839,523 shares held of record by NEP V, 814,088 shares held of record by NEP VI, and 1,346,389 shares held of record by NEP VII. Mr. Whaley disclaims any beneficial interest in the securities held by the indicated partnerships, except to the extent of his pecuniary interest therein

Remarks:

Amendment is being filed to correct certain quality and arithmetic errors in the original filing.

	/s/ John P. Whaley, individually, and as Managing Administrative Partner of Itasca Partners V, LLP, for itself and as General Partner of Norwest Equity Partners V, LP, a MN limited partnership,	01/05/2005
	and as Attorney-in-fact for Promod Haque, George J.Still, Jr. and John E. Lindahl	01/05/2005
	** Signature of Reporting Person	Date
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