0000921895-14-002048.txt : 20140915 0000921895-14-002048.hdr.sgml : 20140915 20140915172509 ACCESSION NUMBER: 0000921895-14-002048 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140915 DATE AS OF CHANGE: 20140915 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWN SPORTS INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001281774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 200640002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81864 FILM NUMBER: 141103965 BUSINESS ADDRESS: STREET 1: 5 PENN PLAZA STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 246-6700 MAIL ADDRESS: STREET 1: 5 PENN PLAZA STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PW Partners Atlas Fund III, LP CENTRAL INDEX KEY: 0001618192 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 141 W. JACKSON BLVD., SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 312-347-1709 MAIL ADDRESS: STREET 1: 141 W. JACKSON BLVD., SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60604 SC 13D 1 sc13d08800007_09032014.htm SCHEDULE 13D sc13d08800007_09032014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Town Sports International Holdings, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

89214A102
(CUSIP Number)
 
Patrick Walsh
PW Partners Atlas Funds, LLC
141 W. Jackson Blvd., Suite 300
Chicago, Illinois 60604
(312) 347-1709
 
STEVE WOLOSKY, ESQ.
RON S. BERENBLAT, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 3, 2014
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
PW Partners Atlas Fund III LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,550,799
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,550,799
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,550,799
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
PW Partners Atlas Funds, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,550,799
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,550,799
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,550,799
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
PW Partners Master Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
25,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
25,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
25,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
PW Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
25,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
25,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
25,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
PW Partners Capital Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,575,799
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,575,799
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,575,799
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
Patrick Walsh
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
69,950
8
SHARED VOTING POWER
 
1,575,799
9
SOLE DISPOSITIVE POWER
 
69,950
10
SHARED DISPOSITIVE POWER
 
1,575,799
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,645,749
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.8%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 89214A102

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the common stock, $0.001 par value per share (the “Shares”), of Town Sports International Holdings, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 5 Penn Plaza, 4th Floor, New York, New York 10001.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by PW Partners Atlas Fund III LP, a Delaware limited partnership (“Atlas Fund III”), PW Partners Master Fund LP, a Delaware limited partnership (“PW Master Fund”), PW Partners Atlas Funds, LLC, a Delaware limited liability company (“Atlas Fund GP”), PW Partners, LLC, a Delaware limited liability company (“PW Master Fund GP”), PW Partners Capital Management LLC, a Delaware limited liability company (“PW Capital Management”), and Patrick Walsh.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
Atlas Fund GP is the general partner of Atlas Fund III. By virtue of this relationship, Atlas Fund GP may be deemed to beneficially own the Shares beneficially owned directly by Atlas Fund III.
 
PW Master Fund GP is the general partner of PW Master Fund. By virtue of this relationship, PW Master Fund GP may be deemed to beneficially own the Shares beneficially owned directly by PW Master Fund.
 
PW Capital Management acts as the investment manager with respect to each of Atlas Fund III and PW Master Fund. Mr. Walsh is the Managing Member and Chief Executive Officer of each of Atlas Fund GP and PW Master Fund GP and the Managing Member of PW Capital Management. By virtue of these relationships, each of PW Capital Management and Mr. Walsh may be deemed to beneficially own the Shares beneficially owned directly by Atlas Fund III and PW Master Fund.
 
(b)           The business address of each Reporting Person is 141 W. Jackson Blvd., Suite 300, Chicago, IL 60604.
 
(c)           The principal business of each of Atlas Fund III and PW Master Fund is investing in securities.  The principal business of Atlas Fund GP is serving as the general partner of Atlas Fund III. The principal business of PW Master Fund GP is serving as the general partner of PW Master Fund. The principal business of PW Capital Management is serving as the investment manager with respect to each of Atlas Fund III and PW Master Fund. The principal occupation of Mr. Walsh is serving as the Managing Member and Chief Executive Officer of each of Atlas Fund GP and PW Master Fund GP and the Managing Member of PW Capital Management.
 
 
8
 
CUSIP NO. 89214A102
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Each of Atlas Fund III, PW Master Fund, Atlas Fund GP, PW Master Fund GP and PW Capital Management is organized under the laws of the State of Delaware. Mr. Walsh is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by each of Atlas Fund III and PW Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
 
The aggregate purchase price of the 1,550,799 Shares directly owned by Atlas Fund III is approximately $8,906,611, excluding brokerage commissions.  The aggregate purchase price of the 25,000 Shares directly owned by PW Master Fund is approximately $116,333, excluding brokerage commissions.  The Shares purchased by Mr. Walsh were purchased with personal funds. The aggregate purchase price of the 69,950 Shares directly owned by Mr. Walsh is approximately $319,532, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons’ belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.  The Reporting Persons intend to review their respective investments in the Issuer on a periodic basis and may from time to time engage in discussions with management and the Board of Directors of the Issuer, stockholders of the Issuer, and others concerning, among other things, the business, operations and future plans of the Issuer, and the Reporting Persons’ investment in the Issuer.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capital allocation, capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing their intention with respect to any and all matters referred to in this Item 4.
 
 
9
 
CUSIP NO. 89214A102
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 24,303,408 Shares outstanding as of July 25, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2014.
 
As of the close of business on the date hereof, Atlas Fund III beneficially owned directly 1,550,799 Shares, PW Master Fund beneficially owned directly 25,000 Shares and Mr. Walsh beneficially owned directly 69,950 Shares, constituting approximately 6.4%, less than 1%, and less than 1%, respectively, of the Shares outstanding.
 
Atlas Fund GP, as the general partner of Atlas Fund III, may be deemed to beneficially own the 1,550,799 Shares directly beneficially owned by Atlas Fund III, constituting approximately 6.4% of the Shares outstanding.
 
PW Master Fund GP, as the general partner of PW Master Fund, may be deemed to beneficially own the 25,000 Shares directly beneficially owned by PW Master Fund, constituting less than 1% of the Shares outstanding.
 
PW Capital Management, as the investment manager with respect to each of Atlas Fund III and PW Master Fund, may be deemed to beneficially own the 1,575,799 Shares directly beneficially owned in the aggregate by Atlas Fund III and PW Master Fund, constituting approximately 6.5% of the Shares outstanding.  Mr. Walsh, as the Managing Member and Chief Executive Officer of each of Atlas Fund GP and PW Master Fund GP and the Managing Member of PW Capital Management, may be deemed to beneficially own the 1,575,799 Shares beneficially owned in the aggregate by Atlas Fund GP, PW Master Fund GP and PW Capital Management, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,645,749 Shares or approximately 6.8% of the Shares outstanding.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
 
(b)           Each of Atlas Fund III, Atlas Fund GP, PW Capital Management and Mr. Walsh have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by Atlas Fund III.
 
 
10
 
CUSIP NO. 89214A102
 
Each of PW Master Fund, PW Master Fund GP, PW Capital Management and Mr. Walsh have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by PW Master Fund.  Mr. Walsh has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by him.
 
(c)           The transactions in securities of the Issuer effected by the Reporting Persons, and certain affiliates of PW Capital Management that no longer beneficially own any securities of the Issuer, during the past 60 days are set forth on Schedule A attached hereto. All of such transactions were effected in the open market except as otherwise set forth therein.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On September 15, 2014, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
Exhibit No.
Description
 
 
99.1
Joint Filing Agreement by and among PW Partners Atlas Fund III LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC and Patrick Walsh, dated September 15, 2014.
 
 
11
 
CUSIP NO. 89214A102
 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:  September 15, 2014
 
 
PW PARTNERS ATLAS FUND III LP
   
 
By:
PW Partners Atlas Funds, LLC
General Partner
   
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS MASTER FUND LP
   
 
By:
PW Partners, LLC
General Partner
   
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS ATLAS FUNDS, LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS, LLC
     
 
By:
  
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer



 
PW PARTNERS CAPITAL MANAGEMENT LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member


 
/s/ Patrick Walsh
 
PATRICK WALSH
 
 
12
 
CUSIP NO. 89214A102
 
SCHEDULE A
 
TRANSACTIONS IN THE SECURITIES OF THE ISSUER DURING THE PAST 60 DAYS
 
Class of Security
Amount of Securities
Purchased/(Sold)
Price ($)
Date of
Purchase/Sale
       

 
PW PARTNERS ATLAS FUND III LP
         
Common Stock
31,414
  
4.5776
08/25/2014
Common Stock
115,731
  
4.7081
08/26/2014
Common Stock
(300)
  
4.6833
08/26/2014
Common Stock
202,627
  
5.0711
08/27/2014
Common Stock
(100)
  
4.8500
08/27/2014
Common Stock
86,997
  
5.2917
08/28/2014
Common Stock
32,400
  
5.2964
08/28/2014
Common Stock
84,265
  
5.4770
08/29/2014
Common Stock
106,108
  
5.5440
08/29/2014
Common Stock
142,146
  
5.8043
09/02/2014
Common Stock
(200)
  
5.6000
09/02/2014
Common Stock
40,222
  
6.0003
09/03/2014
Common Stock
12,179
  
6.0200
09/04/2014
Common Stock
14,807
  
6.0212
09/05/2014
Common Stock
(300)
  
5.9900
09/05/2014
Common Stock
78,881
  
6.0339
09/08/2014
Common Stock
21,700
  
6.0332
09/08/2014
Common Stock
(600)
  
5.6950
09/08/2014
Common Stock
37,706
  
6.1246
09/09/2014
Common Stock
41,500
  
6.1301
09/09/2014
Common Stock
32,400
  
6.1506
09/10/2014
Common Stock
8,496
  
6.1484
09/10/2014
Common Stock
37,287
  
6.1977
09/11/2014
 
 
 
CUSIP NO. 89214A102
 
Common Stock
107,799
  
6.3500
09/12/2014
Common Stock
190,000
  
6.3500
09/12/2014
Common Stock
(200)
  
6.1350
09/12/2014
Common Stock
6,500
  
6.3677
09/12/2014
Common Stock
24,171
  
6.3407
09/12/2014
Common Stock
22,363
  
6.2913
09/15/2014
Common Stock
74,800
  
6.3167
09/15/2014

 
PW PARTNERS MASTER FUND LP
         
Common Stock
3,000
  
6.5332
07/22/2014
Common Stock
2,000
  
6.3500
07/23/2014
Common Stock
4,947
  
4.1896
08/04/2014
Common Stock
4,000
  
4.0864
08/08/2014
Common Stock
6,314
  
4.1872
08/18/2014
Common Stock
2,000
  
4.2700
08/19/2014
Common Stock
2,739
  
4.2927
08/20/2014

 
PATRICK WALSH
         
Common Stock
2,000
  
6.5089
07/22/2014
Common Stock
900
  
4.1899
08/04/2014
Common Stock
100
  
4.1500
08/04/2014
Common Stock
6,000
  
4.3394
08/05/2014
Common Stock
600
  
4.2999
08/19/2014
Common Stock
200
  
4.2900
08/19/2014
Common Stock
4,200
  
4.2850
08/19/2014
Common Stock
7,600
  
4.2491
08/19/2014
Common Stock
100
  
4.2500
08/19/2014
Common Stock
2,300
  
4.2300
08/19/2014
 
 
 
CUSIP NO. 89214A102
 
Common Stock
1,000
  
4.2899
08/19/2014
Common Stock
1,500
  
4.2800
08/19/2014
Common Stock
1,500
  
4.2700
08/19/2014
Common Stock
3,500
  
4.3180
08/20/2014
Common Stock
300
  
4.2700
08/20/2014
Common Stock
2,570
  
4.3599
08/21/2014
Common Stock
4,380
  
4.3600
08/21/2014
Common Stock
300
  
4.3500
08/21/2014
Common Stock
4,000
  
4.3340
08/21/2014
Common Stock
3,500
  
4.3340
08/21/2014
Common Stock
5,000
  
4.3182
08/21/2014
Common Stock
400
  
4.3100
08/21/2014
Common Stock
1,100
  
4.3200
08/21/2014
Common Stock
5,628
  
4.4273
08/21/2014
Common Stock
900
  
4.4300
08/21/2014
Common Stock
2,222
  
4.4299
08/21/2014

 
CERTAIN AFFILIATES OF PW CAPITAL MANAGEMENT THAT NO LONGER OWN SECURITIES OF THE ISSUER
         
Common Stock
5,000
  
6.5000
07/22/2014
Common Stock
5,000
  
6.1092
07/24/2014
Common Stock
11,525
  
6.0814
07/28/2014
Common Stock
4,012
  
6.0700
07/30/2014
Common Stock
28,200
  
4.7233
07/31/2014
Common Stock
40,774
  
4.3156
08/01/2014
Common Stock
7,000
  
4.1543
08/04/2014
Common Stock
55,384
  
4.3326
08/05/2014
Common Stock
35,000
  
4.1870
08/06/2014
Common Stock
25,000
  
4.1417
08/07/2014
Common Stock
20,000
  
4.0700
08/08/2014
Common Stock
5,000
  
4.0700
08/08/2014
Common Stock
12,688
  
4.0652
08/11/2014
Common Stock
10,000
  
4.1100
08/13/2014
Common Stock
5,000
  
4.1100
08/13/2014
Common Stock
15,000
  
4.2590
08/19/2014
Common Stock
2,312
  
4.3200
08/20/2014
Common Stock
8,105
  
4.2993
08/20/2014
Common Stock
2,799
  
4.3000
08/21/2014
Common Stock
(107,799)
  
6.3500
09/12/2014
Common Stock
(190,000)
  
6.3500
09/12/2014

 
 EX-99.1 2 ex991sc13d08800007_09032014.htm JOINT FILING AGREEMENT ex991sc13d08800007_09032014.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Town Sports International Holdings, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  September 15, 2014
 
 
PW PARTNERS ATLAS FUND III LP
   
 
By:
PW Partners Atlas Funds, LLC
General Partner
   
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS MASTER FUND LP
   
 
By:
PW Partners, LLC
General Partner
   
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS ATLAS FUNDS, LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS, LLC
     
 
By:
  
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer



 
PW PARTNERS CAPITAL MANAGEMENT LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member


 
/s/ Patrick Walsh
 
PATRICK WALSH