SEC FORM 4

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

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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^*

Rondeau Christopher

(Last)

(First)

(Middle)

C/O PLANET FITNESS, INC.

4 LIBERTY LANE WEST

(Street)

HAMPTON

03842

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc. [ PLNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	03/13/2019		C⁽¹⁾		244,167⁽¹⁾	A	$0.00	244,167	I	By Trust⁽¹⁾
Class A common stock	03/13/2019		S⁽¹⁾		244,167⁽¹⁾	D	$66.29	0.00	I	By Trust⁽¹⁾
Class A common stock	03/13/2019		C⁽²⁾		104,643⁽²⁾	A	$0.00	104,643	I	By Trust⁽²⁾
Class A common stock	03/13/2019		S⁽²⁾		104,643⁽²⁾	D	$66.29	0.00	I	By Trust⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Holding Units and Class B common stock	⁽¹⁾⁽³⁾	03/13/2019		C			244,167⁽¹⁾	⁽³⁾	⁽³⁾	Class A common stock	244,167⁽¹⁾	$0.00	3,002,980⁽³⁾	I	By Trust⁽¹⁾
Holding Units and Class B common stock	⁽²⁾⁽³⁾	03/13/2019		C			104,643⁽²⁾	⁽³⁾	⁽³⁾	Class A common stock	104,643⁽²⁾	$0.00	996,520⁽³⁾	I	By Trust⁽²⁾

Explanation of Responses:

1. On March 13, 2019, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 exchanged 244,167 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 244,167 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 244,167 shares of Class A common stock of the Company, and substantially simultaneously sold all 244,167 shares of Class A common stock of the Company in a single private sale. Following the sale, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 held 3,002,980 Holding Units and 3,002,980 shares of Class B common stock of the Company.

2. On March 13, 2019, The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 exchanged 104,643 Holding Units and 104,643 shares of Class B common stock of the Company for 104,643 shares of Class A common stock of the Company, and substantially simultaneously sold all 104,643 shares of Class A common stock of the Company in a single private sale. Following the sale, The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 held 996,520 Holding Units and 996,520 shares of Class B common stock of the Company. Mr. Rondeau disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, as amended, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock, the holders thereof may exchange all or a portion of their Holding Units along with an equal number of shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one Holding Unit and one share of Class B common stock together exchangeable for one share of Class A common stock). The holders thereof are not required to pay an exercise price in connection with any such exchange. The Holding Units do not expire. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock.

Remarks:

Justin Vartanian is signing on behalf of Mr. Rondeau pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission.

	/s/ Justin Vartanian, Attorney-in-Fact	03/15/2019
	** Signature of Reporting Person	Date
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