0001123292-21-001376.txt : 20211014 0001123292-21-001376.hdr.sgml : 20211014 20211014164836 ACCESSION NUMBER: 0001123292-21-001376 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211012 FILED AS OF DATE: 20211014 DATE AS OF CHANGE: 20211014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD Partners, L.P. CENTRAL INDEX KEY: 0001514334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211323753 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 303-1650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: MSDC Management, L.P. DATE OF NAME CHANGE: 20110302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD EIV Private Life Time, LLC CENTRAL INDEX KEY: 0001886090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211323752 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-1650 BUSINESS PHONE: 212-303-1650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-1650 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Life Time Group Holdings, Inc. CENTRAL INDEX KEY: 0001869198 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 473481985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2902 CORPORATE PLACE CITY: CHANHASSEN STATE: MN ZIP: 55317 BUSINESS PHONE: (952) 947-0000 MAIL ADDRESS: STREET 1: 2902 CORPORATE PLACE CITY: CHANHASSEN STATE: MN ZIP: 55317 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2021-10-12 0001869198 Life Time Group Holdings, Inc. LTH 0001514334 MSD Partners, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001886090 MSD EIV Private Life Time, LLC 645 FIFTH AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2021-10-12 4 C 0 11007 A 230007 I See footnotes Series A Preferred Stock 2021-10-12 4 C 0 8937 D Common Stock 11007 0 I See Footnotes Each share of Series A preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering in accordance with the Certificate of Designations pertaining to the Series A preferred stock. This statement is jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners") and MSD EIV Private Life Time, LLC ("MSD EIV Private Life Time"). MSD EIV Private Life Time is the record and direct beneficial owner of the shares of the issuer's securities reported herein. MSD Partners is the manager of MSD EIV Private Life Time and may be deemed to beneficially own securities owned by MSD EIV Private Life Time. MSD Partners (GP), LLC ("MSD GP", and together with MSD Partners and MSD EIV Private Life Time, the "MSD Parties") is the general partner of MSD Partners and may be deemed to beneficially own securities owned by MSD Partners. Each of John Phelan, Marc R. Lisker and Brendan Rogers is a manager of MSD GP and may be deemed to beneficially own securities owned by MSD GP. Each of Messrs. Phelan, Lisker and Rogers disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. The MSD Parties and each of Messrs. Phelan, Lisker and Dell may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (the "Act"). Each of the MSD Parties and each of Messrs. Phelan, Lisker and Dell declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. /s/ MSD PARTNERS, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 2021-10-14 /s/ MSD EIV Private Life Time, LLC By: MSD Partners, L.P. Its: Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 2021-10-14