0000899243-16-030438.txt : 20160930 0000899243-16-030438.hdr.sgml : 20160930 20160930171102 ACCESSION NUMBER: 0000899243-16-030438 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160928 FILED AS OF DATE: 20160930 DATE AS OF CHANGE: 20160930 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: NH ZIP: 03801 BUSINESS PHONE: 603-750-0001 MAIL ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: NH ZIP: 03801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Esserman Charles CENTRAL INDEX KEY: 0001649551 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37534 FILM NUMBER: 161913525 MAIL ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: NH ZIP: 03801 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-28 0 0001637207 Planet Fitness, Inc. PLNT 0001649551 Esserman Charles C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO CA 94111 1 0 1 0 Class A common stock 2016-09-28 4 C 0 5406019 0.00 A 20276183 I See footnotes Class A common stock 2016-09-28 4 S 0 8000000 19.62 D 14870164 I See footnotes Holding Units and Class B common stock 2016-09-28 4 C 0 5406019 0.00 D Class A common stock 5406019 30990346 I See footnotes On September 28, 2016, (i) TSG6 PF Investment LLC ("Investment") exchanged 4,660,246 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 4,660,246 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 4,660,246 shares of Class A common stock of the Company, and substantially simultaneously sold all 4,660,246 shares of Class A common stock of the Company to the underwriters in the Company's secondary offering, which closed on September 28, 2016 (the "Offering"), and (ii) TSG6 PF Investment II LLC ("Investment II") exchanged 745,773 Holding Units of Pla-Fit Holdings, LLC and 745,773 shares of Class B common stock of the Company for 745,773 shares of Class A common stock of the Company, and substantially simultaneously sold all 745,773 shares of Class A common stock of the Company to the underwriters in the Offering. (Continued from footnote 1) Following such sales, Investment holds 26,715,158 Holding Units of Pla-Fit Holdings, LLC and 26,715,158 shares of Class B common stock of the Company and Investment II holds 4,275,188 Holding Units of Pla-Fit Holdings, LLC and 4,275,188 shares of Class B common stock of the Company. On September 28, 2016, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 1,229,127 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 1,364,854 shares of Class A common stock of the Company to the underwriters in the Offering. Following such sales, AIV II-A holds 7,046,047 shares of Class A common stock of the Company and Co-Investors A holds 7,824,117 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. R. Wallace Wertsch is signing on behalf of Charles Esserman pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission. /s/ R. Wallace Wertsch 2016-09-30