*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 89214A102
|
(1)
|
|
Name of Reporting Persons:
Kennedy Lewis Management LP
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
4,200,000
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
4,200,000
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
14.9%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
PN, IA
|
*
|
Based on 28,002,197 shares of Common Stock of Town Sports International Holdings, Inc. (the “Issuer”) outstanding as of October 31, 2019, as reported in the Issuer’s Form
10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019.
|
CUSIP No. 89214A102
|
(1)
|
|
Name of Reporting Persons:
KLM GP LLC
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
4,200,000
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
4,200,000
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
14.9%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
OO, HC
|
*
|
Based on 28,002,197 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2019.
|
CUSIP No. 89214A102
|
(1)
|
|
Name of Reporting Persons:
Kennedy Lewis Investment Management LLC
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
4,200,000
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
4,200,000
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
14.9%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
OO, HC
|
*
|
Based on 28,002,197 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2019.
|
CUSIP No. 89214A102
|
(1)
|
|
Name of Reporting Persons:
Darren Richman
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
|
Citizenship or Place of Organization:
USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
4,200,000
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
4,200,000
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
14.9%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
IN, HC
|
*
|
Based on 28,002,197 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2019.
|
CUSIP No. 89214A102
|
(1)
|
|
Name of Reporting Persons:
David Chene
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
|
Citizenship or Place of Organization:
USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
4,200,000
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
4,200,000
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
14.9%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
IN, HC
|
*
|
Based on 28,002,197 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2019.
|
ITEM 1.
|
SECURITY AND ISSUER
|
ITEM 2.
|
IDENTITY AND BACKGROUND
|
(a)
|
The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:
|
1.
|
Kennedy Lewis Management LP (the “Adviser”)
|
2.
|
KLM GP LLC (“KLM”)
|
3.
|
Kennedy Lewis Investment Management LLC (“Kennedy Lewis Management”)
|
4.
5.
|
Darren Richman
David Chene
|
1.
|
The Adviser – Delaware
|
2.
|
KLM – Delaware
|
3.
|
Kennedy Lewis Management – Delaware
|
4.
5.
|
Darren Richman – United States
David Chene – United States
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
The disclosure in Item 4 is incorporated herein by reference.
|
|
The Stock Purchase Agreement is incorporated by reference as Exhibit 99.1 hereto and is incorporated by reference herein.
|
|
The Purchase Agreement is incorporated by reference as Exhibit 99.3 and is incorporated by reference herein. |
The Commitment Letter is incorporated by reference as Exhibit 99.4 and is incorporated by reference herein. |
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
Exhibit
|
|
Description
|
99.1
|
|
Stock Purchase Agreement by and between HG Vora Special Opportunities Master Fund, Ltd. and Kennedy Lewis Capital Partners Master Fund LP, dated December 13, 2019 (incorporated by reference to Exhibit 1 to the
Schedule 13D amendment filed by HG Vora Capital Management, LLC with the SEC on December 17, 2019).
|
99.2 |
Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.
|
|
99.3 |
Asset Purchase Agreement, dated January 6, 2020, by and among Town Sports International, LLC and Flywheel Sports, Inc., Flywheel Buckhead LLC,
Flywheel Astor Place LLC, Flywheel CCDC LLC, Flywheel Park Avenue LLC, Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC, Flywheel Williamsburg LLC and Flywheel 415 Greenwich LLC (incorporated by reference to Exhibit 2.1 to the
Issuer’s Current Report on Form 8-K filed with the SEC on January 6, 2020).
|
|
99.4 |
$50,000,000 Second Lien Secured Term Loan Commitment Letter, dated January 6, 2020, between Town Sports International Holdings, Inc. and
Kennedy Lewis Investment Management LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on January 6, 2020).
|
KENNEDY LEWIS MANAGEMENT LP
|
||
By:
|
|
KLM GP LLC, its general partner
|
By:
|
|
/s/ Anthony Pasqua
|
Name:
|
|
Anthony Pasqua
|
Title:
|
|
Chief Operating Officer
|
KLM GP LLC
|
||
By:
|
|
/s/ Anthony Pasqua
|
Name:
|
|
Anthony Pasqua
|
Title:
|
|
Chief Operating Officer
|
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
|
||
By:
|
|
/s/ Anthony Pasqua
|
Name:
|
|
Anthony Pasqua
|
Title:
|
|
Chief Operating Officer
|
By:
|
|
/s/ Darren Richman
|
By:
|
|
/s/ David Chene
|
KENNEDY LEWIS MANAGEMENT LP
|
||
By:
|
|
KLM GP LLC, its general partner
|
By:
|
|
/s/ Anthony Pasqua
|
Name:
|
|
Anthony Pasqua
|
Title:
|
|
Chief Operating Officer
|
KLM GP LLC
|
||
By:
|
|
/s/ Anthony Pasqua
|
Name:
|
|
Anthony Pasqua
|
Title:
|
|
Chief Operating Officer
|
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
|
||
By:
|
|
/s/ Anthony Pasqua
|
Name:
|
|
Anthony Pasqua
|
Title:
|
|
Chief Operating Officer
|
By:
|
|
/s/ Darren Richman
|
By:
|
|
/s/ David Chene
|