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^*

Farallon Capital Offshore Investors II, L.P.

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUB ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2009

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

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)
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)
Common Stock, par value $0.001 per share								1,396,011	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share								1,574,334	D⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock, par value $0.001 per share								1,021,256	D⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock, par value $0.001 per share								2,500	D⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock, par value $0.001 per share	08/10/2009		S		19	D	$3.3504	2,036	D⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock, par value $0.001 per share	08/11/2009		S		2	D	$3.3261	2,034	D⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock, par value $0.001 per share	08/10/2009		S		1,919	D	$3.3504	206,880	D⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock, par value $0.001 per share	08/11/2009		S		240	D	$3.3261	206,640	D⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock, par value $0.001 per share								65,981	D⁽¹⁾⁽²⁾⁽⁹⁾
Common Stock, par value $0.001 per share								4,268,756	I	See Footnotes⁽¹⁾⁽²⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share								4,268,756	I	See Footnotes⁽¹⁾⁽²⁾⁽¹¹⁾
Common Stock, par value $0.001 per share	08/10/2009		S		3,514	D	$3.3504	378,917	D⁽¹⁾⁽²⁾⁽¹²⁾⁽¹⁵⁾
Common Stock, par value $0.001 per share	08/11/2009		S		439	D	$3.3261	378,478	D⁽¹⁾⁽²⁾⁽¹²⁾⁽¹⁵⁾
Common Stock, par value $0.001 per share	08/10/2009		S		3,963	D	$3.3504	427,319	D⁽¹⁾⁽²⁾⁽¹³⁾⁽¹⁵⁾
Common Stock, par value $0.001 per share	08/11/2009		S		496	D	$3.3261	426,823	D⁽¹⁾⁽²⁾⁽¹³⁾⁽¹⁵⁾
Common Stock, par value $0.001 per share	08/10/2009		S		185	D	$3.3504	19,965	D⁽¹⁾⁽²⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock, par value $0.001 per share	08/11/2009		S		23	D	$3.3261	19,942	D⁽¹⁾⁽²⁾⁽¹⁴⁾⁽¹⁵⁾

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)

1. Name and Address of Reporting Person^*

Farallon Capital Offshore Investors II, L.P.

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

TINICUM PARTNERS LP FARALLON

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

RR CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Moment Jason E

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Pant Ashish H

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

PATEL RAJIV A

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Spokes Andrew J M

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

STEYER THOMAS F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Voon Richard H.

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

WEHRLY MARK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group.

2. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing separate Forms 4 on the date hereof as reporting persons with respect to the securities described in this Form 4 (the "Parallel Forms 4"). Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Forms 4.

3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").

4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").

6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").

7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum").

8. The amount of securities in this row is owned directly by RR Capital Partners, L.P. ("RR").

9. The amount of securities in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II").

10. The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III, Tinicum, RR and FCOI II (collectively, the "Partnerships"). As the general partner of each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Partnerships. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

11. The amount of securities shown in this row is owned directly by the Partnerships. Each of William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Richard H. Voon and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships. Each of the Managing Members and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Act or otherwise, except to the extent of his or her pecuniary interest, if any.

12. The amount of securities shown in this row is owned directly by Farallon FCP, Ltd. (the "FCP Trust").

13. The amount of securities shown in this row is owned directly by Farallon FCIP, Ltd. (the "FCIP Trust").

14. The amount of securities shown in this row is owned directly by Farallon FCOI II, Ltd. (the "FCOI II Trust" and, together with the FCP Trust and the FCIP Trust, the "Farallon Trusts").

15. FPLLC is a trustee of each of the Farallon Trusts. FPLLC has no direct or indirect pecuniary interest in the securities held by the Farallon Trusts.

	/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (7) through (9).	08/12/2009
	/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Thomas F. Steyer, Richard H. Voon and Mark C. Wehrly.	08/12/2009
	.	08/12/2009
	.	08/12/2009
	.	08/12/2009
	.	08/12/2009
	.	08/12/2009
	.	08/12/2009
	.	08/12/2009
	.	08/12/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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