X0306 4 2020-12-28 0 0001281774 TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUBQ 0001797633 KENNEDY LEWIS MANAGEMENT LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001797767 KLM GP LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001797634 KENNEDY LEWIS INVESTMENT MANAGEMENT LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001594474 Richman Darren 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001797237 CHENE DAVID 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 Common Stock 2020-12-28 4 J 0 31041265 A 31041265 I By Fitness TSI Fund II LLC Common Stock 2020-12-28 4 J 0 10494218 A 14694218 I By Fitness TSI, LLC On December 28, 2020 (the "Closing Date"), Town Sports International Holdings, Inc. (the "Issuer") entered into a credit agreement (the "Credit Agreement") with the several lenders party thereto that are investment funds for which Kennedy Lewis Management LP (the "Adviser") serves as investment manager (the "Lenders") and Alter Domus (US) LLC, as administrative agent. As compensation for the Lenders providing the loans and related commitments pursuant to the Credit Agreement, on the Closing Date, Fitness TSI Fund II LLC ("TSI II"), a private investment fund for which the Adviser serves as investment manager, received 31,041,265 shares of common stock and Fitness TSI, LLC ("TSI", and together with TSI II, the "Funds"), a private investment fund for which the Adviser serves as investment manager, received 10,494,218 shares of common stock from the Issuer. These shares of common stock of the Issuer are held for the account of TSI II, a private investment fund for which the Adviser serves as investment manager. These shares of common stock of the Issuer are held for the account of TSI, a private investment fund for which the Adviser serves as investment manager. The Adviser may be deemed to beneficially own the shares of common stock of the Issuer held by the Funds because the Adviser has been delegated voting and investment power over such shares. KLM GP LLC ("KLM") may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the general partner of the Adviser. [continued from Footnote 4] In addition, Kennedy Lewis Investment Management LLC ("Kennedy Lewis Management") may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the owner and control person of KLM. Further, Darren Richman and David Chene may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the managing members and control persons of Kennedy Lewis Management. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman and Mr. Chene disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman or Mr. Chene is the beneficial owner of such securities for purposes of Section 16 or any other purpose. David Chene, a managing member of Kennedy Lewis Investment Management LLC, Brian Dubin, a partner at the Adviser, and Doug Logigian, a partner at the Adviser, each serve, or in the case of Mr. Logigian, will serve, on the Board of Directors of Town Sports International Holdings, Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Mr. Chene are deemed directors by deputization of the Issuer. KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2020-12-30 KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2020-12-30 KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2020-12-30 DARREN RICHMAN, Name: /s/ Darren Richman 2020-12-30 DAVID CHENE, Name: /s/ David Chene 2020-12-30