X0303 4 2009-08-10 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 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001451926 Farallon FCP, Ltd. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001451925 Farallon FCIP, Ltd. C/O FARALLON CAPITAL MANGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001452356 Farallon FCOI II, Ltd. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.001 per share 1396011 D Common Stock, par value $0.001 per share 1574334 D Common Stock, par value $0.001 per share 1021256 D Common Stock, par value $0.001 per share 2500 D Common Stock, par value $0.001 per share 2009-08-10 4 S 0 19 3.3504 D 2036 D Common Stock, par value $0.001 per share 2009-08-11 4 S 0 2 3.3261 D 2034 D Common Stock, par value $0.001 per share 2009-08-10 4 S 0 1919 3.3504 D 206880 D Common Stock, par value $0.001 per share 2009-08-11 4 S 0 240 3.3261 D 206640 D Common Stock, par value $0.001 per share 65981 D Common Stock, par value $0.001 per share 4268756 I See Footnotes Common Stock, par value $0.001 per share 4268756 I See Footnotes Common Stock, par value $0.001 per share 2009-08-10 4 S 0 3514 3.3504 D 378917 D Common Stock, par value $0.001 per share 2009-08-11 4 S 0 439 3.3261 D 378478 D Common Stock, par value $0.001 per share 2009-08-10 4 S 0 3963 3.3504 D 427319 D Common Stock, par value $0.001 per share 2009-08-11 4 S 0 496 3.3261 D 426823 D Common Stock, par value $0.001 per share 2009-08-10 4 S 0 185 3.3504 D 19965 D Common Stock, par value $0.001 per share 2009-08-11 4 S 0 23 3.3261 D 19942 D 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. 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. 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 Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). The amount of securities in this row is owned directly by RR Capital Partners, L.P. ("RR"). The amount of securities in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II"). 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. 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. The amount of securities shown in this row is owned directly by Farallon FCP, Ltd. (the "FCP Trust"). The amount of securities shown in this row is owned directly by Farallon FCIP, Ltd. (the "FCIP Trust"). 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"). 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 Farallon Partners, L.L.C. 2009-08-12 /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for Farallon Partners, L.L.C., solely in its capacity as a trustee of each of Farallon FCP, Ltd., Farallon FCIP, Ltd. and Farallon FCOI II, Ltd. 2009-08-12 . 2009-08-12 . 2009-08-12