X0303 4 2011-01-19 0 0001281774 TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB 0001083166 BRUCKMANN BRUCE C/O BRUCKMANN, ROSSER, SHERRILL & CO. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock, par value $0.001 2011-01-19 4 A 0 1667 0.00 A 978520 D Common Stock, par value $0.001 8238 I BCB Family Partners, L.P. Common Stock, par value $0.001 354077 I Held by a trust. Common Stock, par value $0.001 3975 I Held by NAZ Family Partners, L.P. Common Stock, par value $0.001 5747 I Held by Nancy A. Zweng These shares were issued pursuant to the Registrant's 2006 Stock Incentive Plan, as amended, as the annual award of shares to directors puruant to the Amended and Restated Non-Employee Director Compensation Plan. These shares are held by BCB Family Partners, L.P., of which the Reporting Person is the general partner. These shares are held in a trust for the benefit of the Reporting Person's children. The Reporting Person's former spouse is the trustee of the trust. The Reporting Person disclaims beneficial ownership of these shares. The Reporting Person may be deemed to share beneficial ownership of shares held by NAZ Family Partners, L.P. by virtue of his holding power of attorney for NAZ Family Partners, L.P. The Reporting Person disclaims beneficial ownership of any shares help by NAZ Family Partners, L.P. The Reporting Person may be deemed to share beneficial ownership of shares held by Nancy A. Zweng by virtue of his holding power of attorney for Nancy A. Zweng. The Reporting Person disclaims benenficial ownership of any shares held by Nancy A. Zweng. /s/ David Kastin, Attorney-in-Fact 2011-01-19