X0306 4 2016-11-22 0 0001637207 Planet Fitness, Inc. PLNT 0001649518 LeComte Pierre C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET SAN FRANCISCO CA 94111 1 0 1 0 Class A common stock 2016-11-22 4 C 0 10136285 0.00 A 20142734 I See footnotes Class A common stock 2016-11-22 4 S 0 15000000 23.22 D 10006449 I See footnotes Holding Units and Class B common stock 2016-11-22 4 C 0 10136285 0.00 D Class A common stock 10136285 20854061 I See footnotes On November 22, 2016, (i) TSG PF Investment LLC ("Investment") exchanged 8,737,962 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,737,962 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,737,962 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,737,962 shares of Class A common stock of the Company to the underwriters in the Company's secondary offering, which closed on November 22, 2016 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,398,323 Holding Units of Pla-Fit Holdings, LLC and 1,398,323 shares of Class B common stock of the Company for 1,398,323 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,398,323 shares of Class A common stock of the Company to the underwriters in the Offering. (Continued from Footnote 1) Following such sales, Investment holds 17,977,196 Holding Units of Pla-Fit Holdings, LLC and 17,977,196 shares of Class B common stock of the Company and Investment II holds 2,876,865 Holding Units of Pla-Fit Holdings, LLC and 2,876,865 shares of Class B common stock of the Company. On November 22, 2016, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,304,612 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 2,559,103 shares of Class A common stock of the Company to the underwriters in the Offering. Following such sales, AIV II-A holds 4,741,435 shares of Class A common stock of the Company and Co-Investors A holds 5,265,014 shares of Class A common stock of the Company. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, as amended, 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. Pierre LeComte is a Managing Member of TSG6 Management L.L.C. As a result, Mr. LeComte may be deemed to share voting and dispositive power with respect to the securities reported herein. Mr. LeComte 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 the Pierre LeComte pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission. /s/ R. Wallace Wertsch 2016-11-23