0001193125-16-627020.txt : 20160721 0001193125-16-627020.hdr.sgml : 20160721 20160621062203 ACCESSION NUMBER: 0001193125-16-627020 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Planet Fitness, Inc. CENTRAL INDEX KEY: 0001637207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: MA ZIP: 03801 BUSINESS PHONE: 603-750-0001 MAIL ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: MA ZIP: 03801 CORRESP 1 filename1.htm Acceleration Request

PLANET FITNESS, INC.

26 Fox Run Road

Newington, NH 03801

June 21, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Justin Dobbie and Donald E. Field

 

  Re: Planet Fitness, Inc.
       Registration Statement on Form S-1 (File No. 333-211698)
       Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Planet Fitness, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-211698), as amended (the “Registration Statement”), so that it will be declared effective at 4:00 p.m. Eastern Time on June 22, 2016, or as soon as possible thereafter. The Company hereby authorizes David Fine and Thomas Fraser of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company hereby acknowledges that:

 

  (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

  (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

  (iii) it is the staff’s position that the Company may not assert staff comments and the declaration of effectiveness of the Registration statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

U.S. Securities and Exchange Commission

Page 2

 

Please notify Thomas Fraser of Ropes & Gray LLP, counsel to the Company, at (617) 951-7063 as soon as the Registration Statement has been declared effective.

 

Very truly yours,

 

PLANET FITNESS, INC.

By:   /s/ Chris Rondeau
  Chris Rondeau
  Chief Executive Officer