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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* NORWEST EQUITY PARTNERS V LP (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIFE TIME FITNESS INC [ LTM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/06/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/06/2004		C		3,189,329	A	(1)	8,025,327	D(2)
Common Stock	07/06/2004		C		312,500	A	(1)	8,337,827	D(2)
Common Stock	07/06/2004		S		1,561,000	D	$18.5	6,776,827	D(2)
Common Stock	07/06/2004		C		914,285	A	(1)	944,758	I	By limited partnership(3)
Common Stock	07/06/2004		C		1,250,000	A	(1)	1,250,000	I	By limited partnership(4)
Common Stock	07/06/2004		C		312,500	A	(1)	1,562,500	I	By limited partnership(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(5)	07/06/2004		C			697,666	06/29/2004	(1)	Common Stock	3,189,329	$0	0	D(2)
Series D Convertible Preferred Stock	(6)	07/06/2004		C			250,000	06/29/2004	(1)	Common Stock	312,500	$0	0	D(2)
Series B Convertible Preferred Stock	(5)	07/06/2004		C			800,000	06/29/2004	(1)	Common Stock	914,285	$0	0	I	By limited partnership(3)
Series C Convertible Preferred Stock	(7)	07/06/2004		C			1,000,000	06/29/2004	(1)	Common Stock	1,250,000	$0	0	I	By limited partnership(4)
Series D Convertible Preferred Stock	(6)	07/06/2004		C			250,000	06/29/2004	(1)	Common Stock	312,500	$0	0	I	By limited partnership(4)

1. Name and Address of Reporting Person* NORWEST EQUITY PARTNERS V LP (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ITASCA PARTNERS V LLP (Last) (First) (Middle) C/O NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LINDAHL JOHN E (Last) (First) (Middle) C/O NORWEST EQUTIY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STILL GEORGE J JR (Last) (First) (Middle) C/O NORWEST VENTURE PARTNERS 525 UNIVERSITY AVENUE, SUITE 800 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WHALEY JOHN P (Last) (First) (Middle) 3600 IDS CENTER 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Not applicable.

2. The securities reported on Lines 1 through 3 of Table I and on Lines 1 and 2 of Table II are held of record by Norwest Equity Partners V, LP ("NEP V"), a limited partnership, of which Itasca Partners V, L.L.P. ("Itasca V") is the general partner. John E. Lindahl and George J. Still, Jr., are the managing partners and John P. Whaley is the managing administrative partner of Itasca V. Each of Itasca V and Messrs. Lindahl, Still and Whaley disclaims any beneficial interest in such securities, except to the extent of its or his indirect pecuniary interest therein.

3. The securities reported on Line 3 of Table I and Line 3 of Table II are held of record by Norwest Equity Partners VI, LP ("NEP VI"), a limited partnership, of which Itasca LBO Partners VI, LLP ("Itasca VI") is the general partner. John E. Lindahl is the managing partner and John P. Whaley is the managing administrative partner of Itasca VI. Each of Itasca VI and Messrs. Lindahl and Whaley disclaims any beneficial interest in such securities, except to the extent of its or his indirect pecuniary interest therein.

4. The securities reported on Lines 5 and 6 of Table I and Lines 4 and 5 of Table II are held of record by Norwest Equity Partners VII, LP ("NEP VII"), a limited partnership, of which Itasca LBO Partners VII, LLP ("Itasca VII") is the general partner. John E. Lindahl is the managing partner and John P. Whaley is the managing administrative partner and of Itasca VII. Each of Itasca VII and Messrs. Lindahl and Whaley disclaims any beneficial interest in such securities, except to the extent of its or his indirect pecuniary interest therein.

5. Each share of Series B Preferred Stock converted into 4.571428 shares of Issuer's common stock in connection with its initial public offering.

6. Each share of Series D Preferred Stock ("Series D") converts into one share of Issuer's common stock. In connection with its initial public offering, each share of Series D converted into 1.25 shares of Issuer's common stock.

7. Each share of Series C Preferred Stock ("Series C") converts into one share of Issuer's common stock. In connection with its initial public offering, each share of Series C converted into 1.25 shares of Issuer's common stock.

Remarks:

	John P. Whaley, Managing Administrative Partner of Itasca Partners V, L.L.P., for itself and as General Partner of Norwest Equity Partners V, LP, a Minnesota limited partnership	07/09/2004
	John P. Whaley	07/09/2004
	John E. Lindahl	07/09/2004
	George J. Still, Jr.	07/09/2004
	** Signature of Reporting Person	Date
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