X0306 4 2017-05-10 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 2017-05-10 4 C 0 10869819 0.00 A 16085510 I See footnotes Class A common stock 2017-05-10 4 S 0 16085510 20.28 D 0 I See footnotes Holding Units and Class B common stock 2017-05-10 4 C 0 10869819 0.00 D Class A common stock 10869819 0 I See footnotes On May 10, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 9,370,304 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 9,370,304 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 9,370,304 shares of Class A common stock of the Company, and substantially simultaneously sold all 9,370,304 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on May 10, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company for 1,499,515 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,499,515 shares of Class A common stock of the Company to the underwriter in the Offering. (Continued from Footnote 1) Following such sales, neither Investment nor Investment II holds any Holding Units or shares of Class B common stock of the Company. On May 10, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,471,391 shares of Class A common stock of the Company to the underwriter in the Offering and (ii) TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 2,744,300 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, neither AIV II-A nor Co-Investors A holds any 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 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 of the Company) 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 the 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 2017-05-12