X0206 3/A 2021-10-07 2021-10-07 0 0001869198 Life Time Group Holdings, Inc. LTH 0001447247 Partners Group Private Equity (Master Fund), LLC C/O PARTNERS GROUP (USA) INC. 1114 AVENUE OF THE AMERICAS, 37TH FLOOR NEW YORK NY 10036 0 0 0 1 Member of 10% Owner Group 0001756041 Partners Group Private Equity II, LLC C/O PARTNERS GROUP (USA) INC. 1114 AVENUE OF THE AMERICAS, 37TH FLOOR NEW YORK NY 10036 0 0 0 1 Member of 10% Owner Group 0001888120 Partners Group Series Access II, LLC C/O PARTNERS GROUP (USA) INC. 1114 AVENUE OF THE AMERICAS, 37TH FLOOR NEW YORK NY 10036 0 0 0 1 Member of 10% Owner Group 0001887987 Partners Group Access 83 PF LP C/O PARTNERS GROUP (USA) INC. 1114 AVENUE OF THE AMERICAS, 37TH FLOOR NEW YORK NY 10036 0 0 0 1 Member of 10% Owner Group Common Stock 6000000 I See footnote Series A Preferred Stock Common Stock 301571 I See footnote 3,132,000 of such shares of Life Time Group Holdings, Inc.'s (the "Issuer") common stock (the "Common Stock") are directly held by Partners Group Private Equity (Master Fund), LLC ("PG Master Fund") and 2,868,000 of such shares are directly held by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"). The investment manager of PG Master Fund is Partners Group (USA) Inc. ("PG USA"). PG USA and PG Series 61 are subsidiaries of Partners Group Holding AG ("Partners Group"). Each of PG Master Fund and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein. Each share of Series A Preferred Stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, in accordance with the Certificate of Designations of the Series A Preferred Stock. The Series A Preferred Stock has no expiration date. PG Master Fund directly holds 140,583 shares of the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), Partners Group Private Equity II, LLC ("PG PE II") directly holds 3,218 shares of Series A Preferred Stock and Partners Group Access 83 PF LP ("PG Access 83") directly holds 101,055 shares of Series A Preferred Stock. PG PE II and PG Access 83 are indirectly controlled by Partners Group. Each of PG Master Fund, PG PE II and PG Access 83 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein. This Amendment to the Form 3 filed on October 7, 2021 is being filed to add Partners Group Series Access II, LLC and Partners Group Access 83 PF LP as Reporting Owners, but does not reflect any change in the Reporting Persons' ownership as reported in the original filing. The Reporting Persons may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being parties to the Life Time Group Holdings, Inc. Third Amended and Restated Stockholders Agreement (the "Stockholders Agreement"). Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such Reporting Person. This report shall not be deemed an admission that the Reporting Persons are members of a group or the beneficial owners of any securities not directly owned by the Reporting Persons. The Reporting Persons disclaim beneficial ownership of any such securities except to the extent of their pecuniary interest, if any, therein. Pursuant to the Stockholders Agreement, Mr. Andres Small, an employee of an affiliate of the Reporting Persons, serves on the Issuer's board of directors as the Reporting Persons' representative. By: /s/ Andres Small, Authorized Signatory of Partners Group (USA) Inc., investment manager of Partners Group Private Equity (Master Fund), LLC 2021-10-22 By: /s/ Jordi Goodman, Director of Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC 2021-10-22 By: /s/ Jordi Goodman, Director of Partners Group US Management II LLC, manager of Partners Group Series Access II, LLC 2021-10-22 By: /s/ Laine Shorto, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP 2021-10-22