X0202 4 2006-06-07 0 0001281774 TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB 0001040153 FARALLON PARTNERS L L C/CA C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245628 FARALLON CAPITAL INSTITUTIONAL PARTNERS II LP C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245632 RR CAPITAL PARTNERS LP C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245633 MILLHAM STEPHEN L C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001348541 Moment Jason E C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001275110 PATEL RAJIV A C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001250078 SCHRIER DEREK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0000872574 STEYER THOMAS F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245635 WEHRLY MARK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.001 per share 2006-06-07 4 A 0 537900 12.09 A 1861348 D Common Stock, par value $0.001 per share 2006-06-07 4 A 0 586600 12.09 A 2099112 D Common Stock, par value $0.001 per share 2006-06-07 4 A 0 265000 12.09 A 1021256 D Common Stock, par value $0.001 per share 2006-06-07 4 A 0 65000 12.09 A 254063 D Common Stock, par value $0.001 per share 2006-06-07 4 A 0 95500 12.09 A 5331279 I See Footnotes Common Stock, par value $0.001 per share 5331279 I See Footnotes Common Stock, par value $0.001 per share 322000 I See Footnotes The entities and individuals identified in the footnotes (1) through (9) 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. The reporting persons are not members of a group with CS Equity II LLC or CapitalSource Inc. with respect to the Issuer's securities. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities listed in footnotes (3) and (4) of this Form 4 and Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry and William F. Mellin, each as listed in footnote (9) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4"). Although certain of the entities and individuals identified in footnote (1) of this Form 4 above are not reporting persons, information regarding them is included on this Form 4 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 4. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in this row is owned directly by RR Capital Partners, L.P. ("RR", and together with FCP, FCIP and FCIP II, the "Farallon Funds"). Of the 95,500 shares shown in column 4, 2,500 shares were acquired directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"), 2,500 shares were acquired directly by Tinicum Partners, L.P. ("Tinicum") and 90,500 shares were acquired directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II", and together with FCIP III and Tinicum, the "Form 3 Funds"). The Form 3 Funds filed a joint Form 3 on the same date as the filing of this Form 4 to report their ownership of such shares. Prior to such acquisitions, the Form 3 Funds were not the beneficial owners of any of the Issuer's shares. The 5,331,279 shares shown in column 5 represent the 95,500 shares acquired directly by the Form 3 Funds, and the 5,235,779 shares owned directly by the Farallon Funds, as set forth in footnotes (3) through (6) of this Form 4. Farallon Partners, L.L.C. ("FPLLC"), as the general partner to each of the Form 3 Funds and the Farallon Funds, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Form 3 Funds and the Farallon Funds. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon Funds and the Form 3 Funds. The amount of securities shown in this row is owned directly by the Form 3 Funds and the Farallon Funds. Each of Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member of FPLLC, and Thomas F. Steyer ("Steyer"), Senior Managing Member of FPLLC, may be deemed to be a beneficial owner of the Issuer's securities held by the Form 3 Funds and the Farallon Funds as reported in this Form 4. Each of the individuals referred to in this footnote (9) disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Act or otherwise. The amount of securities shown in this row is owned directly by CS Equity II LLC, which is indirectly 100% owned by CapitalSource Inc. The reporting persons, together with certain affiliated entities, are significant shareholders of CapitalSource Inc., with two representatives on the board of directors of CapitalSource Inc. As such, the reporting persons may be deemed to have beneficial ownership of the shares of the Issuer's securities held by CS Equity II LLC. Each of the reporting persons disclaims any beneficial ownership of any such securities for purposes of Rule 16a-1(a) under the Act or otherwise. /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (5) through (7). 2006-06-08 /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly. 2006-06-08 . 2006-06-08 . 2006-06-08 . 2006-06-08 . 2006-06-08 . 2006-06-08 . 2006-06-08 . 2006-06-08