SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUB ]
5. 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%
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 06/07/2006 A 537,900 A $12.09 1,861,348 D(1)(2)(3)
Common Stock, par value $0.001 per share 06/07/2006 A 586,600 A $12.09 2,099,112 D(1)(2)(4)
Common Stock, par value $0.001 per share 06/07/2006 A 265,000 A $12.09 1,021,256 D(1)(2)(5)
Common Stock, par value $0.001 per share 06/07/2006 A 65,000 A $12.09 254,063 D(1)(2)(6)
Common Stock, par value $0.001 per share 06/07/2006 A 95,500 A $12.09 5,331,279 I See Footnotes(1)(2)(7)(8)
Common Stock, par value $0.001 per share 5,331,279 I See Footnotes(1)(2)(9)
Common Stock, par value $0.001 per share 322,000 I See Footnotes(1)(2)(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) 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 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. 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 4 is limited, the entities listed in footnotes (3) and (4) of this Form 4 and Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry and William F. Mellin, each as listed in footnote (9) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4"). Although certain of the entities and individuals identified in footnote (1) of this Form 4 above are not reporting persons, information regarding them is included on this Form 4 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 4.
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. Of the 95,500 shares shown in column 4, 2,500 shares were acquired directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"), 2,500 shares were acquired directly by Tinicum Partners, L.P. ("Tinicum") and 90,500 shares were acquired directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II", and together with FCIP III and Tinicum, the "Form 3 Funds"). The Form 3 Funds filed a joint Form 3 on the same date as the filing of this Form 4 to report their ownership of such shares. Prior to such acquisitions, the Form 3 Funds were not the beneficial owners of any of the Issuer's shares. The 5,331,279 shares shown in column 5 represent the 95,500 shares acquired directly by the Form 3 Funds, and the 5,235,779 shares owned directly by the Farallon Funds, as set forth in footnotes (3) through (6) of this Form 4.
8. Farallon Partners, L.L.C. ("FPLLC"), as the general partner to each of the Form 3 Funds and the Farallon Funds, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Form 3 Funds and the Farallon Funds. 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 and the Form 3 Funds.
9. The amount of securities shown in this row is owned directly by the Form 3 Funds and 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 Form 3 Funds and the Farallon Funds as reported in this Form 4. Each of the individuals referred to in this footnote (9) 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. The reporting persons, together with certain affiliated entities, are significant shareholders of CapitalSource Inc., with two representatives on the board of directors of CapitalSource Inc. As such, the reporting persons may be deemed to have beneficial ownership of the 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.
/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (5) through (7). 06/08/2006
/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. 06/08/2006
. 06/08/2006
. 06/08/2006
. 06/08/2006
. 06/08/2006
. 06/08/2006
. 06/08/2006
. 06/08/2006
** 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 4 (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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