SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
FARALLON PARTNERS L L C/CA

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2006
3. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share 1,323,448 D(1)(2)(3)
Common Stock, par value $0.001 per share 1,512,512 D(1)(2)(4)
Common Stock, par value $0.001 per share 756,256 D(1)(2)(5)
Common Stock, par value $0.001 per share 189,063 D(1)(2)(6)
Common Stock, par value $0.001 per share 3,781,279 I See Footnotes(1)(2)(7)(9)
Common Stock, par value $0.001 per share 3,781,279 I See Footnotes(1)(2)(8)(9)
Common Stock, par value $0.001 per share 322,000 I See Footnotes(1)(2)(10)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FARALLON PARTNERS L L C/CA

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
FARALLON CAPITAL INSTITUTIONAL PARTNERS II LP

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
RR CAPITAL PARTNERS LP

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
MILLHAM STEPHEN L

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
Moment Jason E

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
PATEL RAJIV A

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
SCHRIER DEREK C

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
STEYER THOMAS F

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
1. Name and Address of Reporting Person*
WEHRLY MARK C

(Last) (First) (Middle)
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 1325

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Group Owning 10%
Explanation of Responses:
1. The entities and individuals identified in the footnotes (1) through (9) of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 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.
2. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities listed in footnotes (3) and (4) of this Form 3 and Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry and William F. Mellin, each as listed in footnote (8) of this Form 3, are filing a separate Form 3 on the same date as the filing of this Form 3 as reporting persons with respect to the securities described in this Form 3 (the "Parallel Form 3"). Although certain of the entities and individuals identified in footnote (1) of this Form 3 are not reporting persons, information regarding them is included on this Form 3 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 3.
3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").
4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").
5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").
6. 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").
7. The amount of securities shown in this row is owned directly by the Farallon Funds. Farallon Partners, L.L.C. ("FPLLC"), as the general partner to each of the Farallon Funds, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Farallon Funds.
8. The amount of securities shown in this row is owned directly by 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 Farallon Funds as reported in this Form 3.
9. 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. Each of the individuals referred to in footnote (8) of this Form 3 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.
10. The amount of securities shown in this row is owned directly by CS Equity II LLC, which is indirectly 100% owned by CapitalSource Inc. ("CSE"). The reporting persons, together with certain affiliated entities, are significant shareholders of CSE. In addition, two persons affiliated with FPLLC are members of the board of directors of CSE. As such, the reporting persons may be deemed to have beneficial ownership of the 322,000 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, except to the extent of each reporting person's pecuniary interest, if any, in such securities pursuant to Rule 16(a)-1(2)(iii) under the Act. For more information regarding the reporting persons' investment in and relationship with CSE, see the Schedule 13D amendment filed by the reporting persons and certain affiliated entities on March 17, 2006.
/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (5) through (7). 06/01/2006
/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. 06/01/2006
. 06/01/2006
. 06/01/2006
. 06/01/2006
. 06/01/2006
. 06/01/2006
. 06/01/2006
. 06/01/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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