0000899243-16-023930.txt : 20160630 0000899243-16-023930.hdr.sgml : 20160630 20160630181414 ACCESSION NUMBER: 0000899243-16-023930 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160628 FILED AS OF DATE: 20160630 DATE AS OF CHANGE: 20160630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Planet Fitness, Inc. CENTRAL INDEX KEY: 0001637207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: MA ZIP: 03801 BUSINESS PHONE: 603-750-0001 MAIL ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: MA ZIP: 03801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TSG6 AIV II L.P. CENTRAL INDEX KEY: 0001649662 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37534 FILM NUMBER: 161744244 BUSINESS ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-217-2300 MAIL ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TSG PF Investment LLC CENTRAL INDEX KEY: 0001649757 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37534 FILM NUMBER: 161744243 BUSINESS ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-217-2300 MAIL ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TSG PF Investment II L.L.C. CENTRAL INDEX KEY: 0001649759 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37534 FILM NUMBER: 161744242 BUSINESS ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-217-2300 MAIL ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TSG6 Management L.L.C. CENTRAL INDEX KEY: 0001649761 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37534 FILM NUMBER: 161744247 BUSINESS ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-217-2300 MAIL ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TSG6 AIV II-A L.P. CENTRAL INDEX KEY: 0001649661 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37534 FILM NUMBER: 161744246 BUSINESS ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-217-2300 MAIL ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TSG6 PF Co-Investors A L.P. CENTRAL INDEX KEY: 0001649760 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37534 FILM NUMBER: 161744245 BUSINESS ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-217-2300 MAIL ADDRESS: STREET 1: C/O TSG CONSUMER PARTNERS, LLC STREET 2: 600 MONTGOMERY STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-06-28 0 0001637207 Planet Fitness, Inc. PLNT 0001649761 TSG6 Management L.L.C. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO CA 94111 0 0 1 0 0001649661 TSG6 AIV II-A L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO CA 94111 0 0 1 0 0001649760 TSG6 PF Co-Investors A L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO CA 94111 0 0 1 0 0001649662 TSG6 AIV II L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO CA 94111 0 0 1 0 0001649757 TSG PF Investment LLC C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO CA 94111 0 0 1 0 0001649759 TSG PF Investment II L.L.C. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO CA 94111 0 0 1 0 Class A common stock 2016-06-28 4 C 0 7521047 0.00 A 28594032 I See footnotes Class A common stock 2016-06-28 4 S 0 11129887 15.7575 D 17464145 I See footnotes Holding Units and Class B common stock 2016-06-28 4 C 0 7521047 0.00 D Class A common stock 7521047 36396364 I See footnotes On June 28, 2016, (i) TSG6 PF Investment LLC ("Investment") exchanged 6,483,501 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 6,483,501 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 6,483,501 shares of Class A common stock of the Company, and substantially simultaneously sold all 6,483,501 shares of Class A common stock of the Company to the underwriters in the Company's secondary offering, which closed on June 28, 2015 (the "Offering"), and (ii) TSG6 PF Investment II LLC ("Investment II") exchanged 1,037,546 Holding Units of Pla-Fit Holdings, LLC and 1,037,546 shares of Class B common stock of the Company for 1,037,546 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,037,546 shares of Class A common stock of the Company to the underwriters in the Offering. (Continued from Footnote 1) Following such sales, Investment holds 31,375,403 Holding Units of Pla-Fit Holdings, LLC and 31,375,403 shares of Class B common stock of the Company and Investment II holds 5,020,961 Holding Units of Pla-Fit Holdings, LLC and 5,020,961 shares of Class B common stock of the Company. On June 28, 2016, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 1,710,005 shares of Class A common stock of the Company to the underwriters in the Offering and (ii) TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 1,898,835 shares of Class A common stock of the Company to the underwriters in the Offering. Following such sales, AIV II-A holds 8,275,174 shares of Class A common stock of the Company and Co-Investors A holds 9,188,971 shares of Class A common stock of the Company. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock of the Company, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its shares of Class B common stock) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. TSG6 Management L.L.C. is the general partner of each of AIV II-A, Co-Investors A and TSG6 AIV II L.P., which is the managing member of Investment and Investment II, and therefore may be deemed to share voting and dispositive power with respect to the securities reported herein. The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. R. Wallace Wertsch is signing on behalf of the Reporting Persons pursuant to Powers of Attorney dated July 29, 2015, which were previously filed with the Securities and Exchange Commission. /s/ R. Wallace Wertsch 2016-06-30