X0306 4 2015-09-14 0 0001281774 TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB 0001508045 Walsh Patrick 141 W. JACKSON BLVD. STE. 1702 CHICAGO IL 60604 1 0 1 0 0001618192 PW Partners Atlas Fund III, LP 141 W. JACKSON BLVD. STE. 1702 CHICAGO IL 60604 0 0 1 0 0001560328 PW Partners Master Fund, L.P. 141 W. JACKSON BLVD. STE. 1702 CHICAGO IL 60604 0 0 1 0 0001594105 PW Partners Atlas Funds, LLC 141 W. JACKSON BLVD. STE. 1702 CHICAGO IL 60604 0 0 1 0 0001594106 PW Partners, LLC 141 W. JACKSON BLVD. STE. 1702 CHICAGO IL 60604 0 0 1 0 0001594107 PW Partners Capital Management LLC 141 W. JACKSON BLVD. STE. 1702 CHICAGO IL 60604 0 0 1 0 Common Stock, $0.001 par value 2015-09-14 4 P 0 8007 2.8944 A 38007 I By Separately Managed Account Common Stock, $0.001 par value 2015-09-14 4 P 0 428 2.6875 A 38435 I By Separately Managed Account Common Stock, $0.001 par value 2015-09-14 4 P 0 152133 2.8944 A 2883112 I By PW Partners Atlas Fund III LP Common Stock, $0.001 par value 2015-09-14 4 P 0 8132 2.6875 A 2891244 I By PW Partners Atlas Fund III LP Common Stock, $0.001 par value 25000 I By PW Partners Master Fund LP Common Stock, $0.001 par value 76319 D This Form 4 is filed jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Master Fund LP ("Master Fund"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners, LLC ("Master Fund GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Represents securities held in an account (the "Separately Managed Account") separately managed by PW Capital Management. As the Investment Manager of the Separately Managed Account, PW Capital Management may be deemed to beneficially own the securities held in the Separately Managed Account. Mr. Walsh, as the Managing Member of PW Capital Management, may be deemed to beneficially own the securities held in the Separately Managed Account. Represents securities owned directly by Atlas Fund III. As the General Partner of Atlas Fund III, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Investment Manager of Atlas Fund III, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund III. Represents securities owned directly by Master Fund. As the General Partner of Master Fund, Master Fund GP may be deemed to beneficially own the securities owned directly by Master Fund. As the Investment Manager of Master Fund, PW Capital Management may be deemed to beneficially own the securities owned directly by Master Fund. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Master Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Master Fund. By: /s/ Patrick Walsh 2015-09-15 By: PW Partners Atlas Fund III LP, By: PW Partners Atlas Funds, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer 2015-09-15 By: PW Partners Master Fund LP, By: PW Partners, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer 2015-09-15 By: PW Partners Atlas Funds, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer 2015-09-15 By: PW Partners, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer 2015-09-15 By: PW Partners Capital Management LLC, By: /s/ Patrick Walsh, Managing Member 2015-09-15