UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
| Town Sports International Holdings, Inc. | ||
| (Name of Issuer) | ||
| Common Stock, par value $0.001 per share | ||
| (Title of Class of Securities) | ||
| 89214A102 | ||
| (CUSIP Number) | ||
|
Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 20th Floor New York, NY 10017 (212) 707-4300 |
||
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to: Jeffrey R. Katz Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7072 |
||
| December 23, 2019 | ||
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
CUSIP NO.: 517942108
| (1) | NAME OF REPORTING PERSON: HG Vora Capital Management, LLC |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) | ☐ |
| (b) | ☐ |
| (3) | SEC USE ONLY |
| (4) | SOURCE OF FUNDS: WC |
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 1,500,000 |
| (8) | SHARED VOTING POWER: 0 | |
| (9) | SOLE DISPOSITIVE POWER: 1,500,000 | |
| (10) | SHARED DISPOSITIVE POWER: 0 |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,500,000 |
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.4% |
| (14) | TYPE OF REPORTING PERSON: OO (Delaware limited liability company) |
| Page 2 of 4 |
INTRODUCTORY STATEMENT
This Amendment No. 4 amends the Schedule 13D filed with the Securities and Exchange Commission on June 26, 2017, as amended by Amendment No. 1 filed on July 13, 2017, Amendment No. 2 filed on December 13, 2019, and Amendment No 3 filed on December 17, 2019 by HG Vora Capital Management, LLC (the “Manager” or the “Reporting Person”) with respect to the shares of Common Stock owned directly by the HG Vora Special Opportunities Master Fund, Ltd. (the “Fund”). The Manager is hereinafter referred to as the “Reporting Person.” Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party. Capitalized terms used but not defined herein shall have the meaning given in the Schedule 13D, as amended.
Items 5 and 6 of the Schedule 13D are hereby amended and supplemented as follows.
| Item 5. | Interest in Securities of the Issuer |
(a) and (b). Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2.
| 1. | Manager – 1,500,000 shares of common stock, which represents 5.4% of the Issuer’s outstanding Common Stock. |
All percentages set forth in this Schedule 13D are based upon the Issuer’s 28,002,197 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.
(d) and (e). Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
As previously disclosed, on December 11, 2019, the Fund entered into a Call Option Agreement with PW Partners Atlas Fund II LP (“Atlas Fund II”) pursuant to which the Fund granted Atlas Fund II an irrevocable option to purchase from the Fund up to 1,500,000 Shares at an exercise price of $1.50 per Share (the “Option”). The Option was not exercised by Atlas Fund II and it expired in accordance with its terms on December 23, 2019.
| Page 3 of 4 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
December 27, 2019
| HG VORA CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Parag Vora | ||
| Name: | Parag Vora | ||
| Title: | Managing Member | ||
Page 4 of 4