SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TSG6 Management L.L.C.

(Last) (First) (Middle)
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE 2900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc. [ PLNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 11/22/2016 C(1)(2) 10,136,285(1)(2) A $0.00 20,142,734(1)(2) I See footnotes(1)(2)(3)(4)(5)(6)(7)
Class A common stock 11/22/2016 S(3) 15,000,000(3) D $23.22 10,006,449 I See footnotes(1)(2)(3)(4)(5)(6)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Holding Units and Class B common stock (4) 11/22/2016 C 10,136,285(1)(2) (4) (4) Class A common stock 10,136,285(1)(2) $0.00 20,854,061(1)(2) I See footnotes(1)(2)(3)(4)(5)(6)(7)
1. Name and Address of Reporting Person*
TSG6 Management L.L.C.

(Last) (First) (Middle)
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE 2900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG6 AIV II-A L.P.

(Last) (First) (Middle)
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE 2900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG6 PF Co-Investors A L.P.

(Last) (First) (Middle)
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE 2900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG6 AIV II L.P.

(Last) (First) (Middle)
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE 2900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG PF Investment LLC

(Last) (First) (Middle)
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE 2900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG PF Investment II L.L.C.

(Last) (First) (Middle)
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE 2900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. (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.
3. 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.
4. 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 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.
5. 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.
6. The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.
7. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
Remarks:
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 11/23/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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