X0203 3 2009-10-05 0 0001281774 TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUB 0001373249 Leone Davide C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.001 per share 4233917 I See footnotes The amount of securities shown in this row is, in the aggregate, owned directly by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P., RR Capital Partners, L.P. and Farallon Capital Offshore Investors II, L.P. (collectively, the "Partnerships"). All such securities were previously reported by the Partnerships, Farallon Partners, L.L.C. ("FPLLC") and related individuals on Form 4s filed on August 27, 2009 (the "Form 4s"). There have been no transactions in such securities by any such entities or individuals since the filing of the Form 4s. FPLLC, as the general partner of each of the Partnerships, may be deemed to be a beneficial owner of the Issuer's securities held by the Partnerships. Effective as of October 5, 2009, Davide Leone ("Leone") became a managing member of FPLLC with the power to exercise investment discretion and, as such, may be deemed to be a beneficial owner of the Issuer's securities held by the Partnerships. Each of Leone and the individuals identified in the Form 4s disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or therein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of his or her pecuniary interest, if any. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or in the Form 4s for purposes of Section 16 of the '34 Act or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Partnerships. Leone, together with the entities and individuals identified in the Form 4s, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group. /s/ Monica R. Landry, as attorney-in-fact for Davide Leone 2009-10-14