TapewireFind a company

organization · Reporting owner

TSG6 AIV II L.P.

Disclosed activity across 1 company

Tapewire entity
176213
SEC CIK
0001649662

Export transaction history ↓

Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Planet Fitness, Inc.PLNT · Entity 407710% ownerMay 10, 2017May 12, 2017

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A common stockSEC Table I · non-derivativeIndirectSee footnotes16,085,510 Reported balance After 2017-05-10 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2017-05-10 · Conversion · Acquired 10,869,819 · Balance 16,085,510

F1: 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.

F2: (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.

F3: 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.

F4: 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.

F5: 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.

F6: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Class A common stockSEC Table I · non-derivativeIndirectSee footnotes0 Reported balance After 2017-05-10 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2017-05-10 · Sale · Disposed 16,085,510 · Balance 0

F3: 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.

F1: 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.

F2: (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.

F4: 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.

F5: 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.

F6: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Holding Units and Class B common stockSEC Table II · derivative / convertible securityIndirectSee footnotes0 Reported balance After 2017-05-10 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2017-05-10 · Conversion · Disposed 10,869,819 · Balance 0

F4: 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.

F1: 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.

F2: (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.

F3: 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.

F5: 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.

F6: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Filing footnotes · ownership attribution and instrument terms

F1: 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.

F2: (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.

F3: 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.

F4: 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.

F5: 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.

F6: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Transaction history

JSON API
Reset

Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
May 10, 2017 Filed May 12, 2017 16:18 UTC Planet Fitness, Inc. PLNT · Entity 4077 ConversionHolding Units and Class B common stock · Derivative 10,869,819 $0.00 $0.00
Disclosure

SEC source: 0000899243-17-012983 · doc4.xml · derivative · entry 3

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A common stock · 10,869,819 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: 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.

F1 · shares: 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.

F2 · shares: (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.

F4 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

F1 · derivative.underlying_shares: 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.

F2 · derivative.underlying_shares: (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.

F1 · balance_after: 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.

F2 · balance_after: (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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
May 10, 2017 Filed May 12, 2017 16:18 UTC Planet Fitness, Inc. PLNT · Entity 4077 SaleClass A common stock 16,085,510 $20.28 $326,214,142.80
Disclosure

SEC source: 0000899243-17-012983 · doc4.xml · nonDerivative · entry 2

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F3 · kind: 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.

F3 · shares: 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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
May 10, 2017 Filed May 12, 2017 16:18 UTC Planet Fitness, Inc. PLNT · Entity 4077 ConversionClass A common stock 10,869,819 $0.00 $0.00
Disclosure

SEC source: 0000899243-17-012983 · doc4.xml · nonDerivative · entry 1

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 16,085,510

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: 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.

F2 · kind: (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.

F1 · shares: 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.

F2 · shares: (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.

F1 · balance_after: 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.

F2 · balance_after: (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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
March 14, 2017 Filed Mar 16, 2017 16:06 UTC Planet Fitness, Inc. PLNT · Entity 4077 ConversionHolding Units and Class B common stock · Derivative 9,984,242 $0.00 $0.00
Disclosure

SEC source: 0000899243-17-007751 · doc4.xml · derivative · entry 3

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 10,869,819

Underlying: Class A common stock · 9,984,242 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: 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.

F1 · shares: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · shares: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F4 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

F1 · derivative.underlying_shares: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · derivative.underlying_shares: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F1 · balance_after: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · balance_after: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F1 · ownership.nature: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · ownership.nature: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F3 · ownership.nature: On March 14, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,270,044 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 2,520,714 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, AIV II-A holds 2,471,391 shares of Class A common stock of the Company and Co-Investors A holds 2,744,300 shares of Class A common stock of the Company.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
March 14, 2017 Filed Mar 16, 2017 16:06 UTC Planet Fitness, Inc. PLNT · Entity 4077 SaleClass A common stock 14,775,000 $20.44 $302,001,000.00
Disclosure

SEC source: 0000899243-17-007751 · doc4.xml · nonDerivative · entry 2

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,215,691

F3 · kind: On March 14, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,270,044 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 2,520,714 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, AIV II-A holds 2,471,391 shares of Class A common stock of the Company and Co-Investors A holds 2,744,300 shares of Class A common stock of the Company.

F3 · shares: On March 14, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,270,044 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 2,520,714 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, AIV II-A holds 2,471,391 shares of Class A common stock of the Company and Co-Investors A holds 2,744,300 shares of Class A common stock of the Company.

F1 · ownership.nature: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · ownership.nature: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F3 · ownership.nature: On March 14, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,270,044 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 2,520,714 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, AIV II-A holds 2,471,391 shares of Class A common stock of the Company and Co-Investors A holds 2,744,300 shares of Class A common stock of the Company.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
March 14, 2017 Filed Mar 16, 2017 16:06 UTC Planet Fitness, Inc. PLNT · Entity 4077 ConversionClass A common stock 9,984,242 $0.00 $0.00
Disclosure

SEC source: 0000899243-17-007751 · doc4.xml · nonDerivative · entry 1

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 19,990,691

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · kind: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F1 · shares: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · shares: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F1 · balance_after: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · balance_after: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F1 · ownership.nature: On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.

F2 · ownership.nature: (Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.

F3 · ownership.nature: On March 14, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,270,044 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 2,520,714 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, AIV II-A holds 2,471,391 shares of Class A common stock of the Company and Co-Investors A holds 2,744,300 shares of Class A common stock of the Company.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
November 22, 2016 Filed Nov 23, 2016 16:39 UTC Planet Fitness, Inc. PLNT · Entity 4077 ConversionHolding Units and Class B common stock · Derivative 10,136,285 $0.00 $0.00
Disclosure

SEC source: 0000899243-16-034345 · doc4.xml · derivative · entry 3

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 20,854,061

Underlying: Class A common stock · 10,136,285 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: 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.

F1 · shares: 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.

F2 · shares: (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.

F4 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

F1 · derivative.underlying_shares: 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.

F2 · derivative.underlying_shares: (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.

F1 · balance_after: 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.

F2 · balance_after: (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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
November 22, 2016 Filed Nov 23, 2016 16:39 UTC Planet Fitness, Inc. PLNT · Entity 4077 SaleClass A common stock 15,000,000 $23.22 $348,300,000.00
Disclosure

SEC source: 0000899243-16-034345 · doc4.xml · nonDerivative · entry 2

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,006,449

F3 · kind: 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.

F3 · shares: 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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
November 22, 2016 Filed Nov 23, 2016 16:39 UTC Planet Fitness, Inc. PLNT · Entity 4077 ConversionClass A common stock 10,136,285 $0.00 $0.00
Disclosure

SEC source: 0000899243-16-034345 · doc4.xml · nonDerivative · entry 1

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 20,142,734

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: 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.

F2 · kind: (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.

F1 · shares: 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.

F2 · shares: (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.

F1 · balance_after: 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.

F2 · balance_after: (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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
September 28, 2016 Filed Sep 30, 2016 17:11 UTC Planet Fitness, Inc. PLNT · Entity 4077 ConversionHolding Units and Class B common stock · Derivative 5,406,019 $0.00 $0.00
Disclosure

SEC source: 0000899243-16-030439 · doc4.xml · derivative · entry 3

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 30,990,346

Underlying: Class A common stock · 5,406,019 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: 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 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.

F1 · shares: 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.

F2 · shares: (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.

F4 · derivative.exercise_date: 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 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.

F4 · derivative.expiration_date: 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 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.

F1 · derivative.underlying_shares: 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.

F2 · derivative.underlying_shares: (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.

F1 · balance_after: 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.

F2 · balance_after: (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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
September 28, 2016 Filed Sep 30, 2016 17:11 UTC Planet Fitness, Inc. PLNT · Entity 4077 SaleClass A common stock 8,000,000 $19.62 $156,960,000.00
Disclosure

SEC source: 0000899243-16-030439 · doc4.xml · nonDerivative · entry 2

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 14,870,164

F3 · kind: 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.

F3 · shares: 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.

F3 · balance_after: 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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document
September 28, 2016 Filed Sep 30, 2016 17:11 UTC Planet Fitness, Inc. PLNT · Entity 4077 ConversionClass A common stock 5,406,019 $0.00 $0.00
Disclosure

SEC source: 0000899243-16-030439 · doc4.xml · nonDerivative · entry 1

TSG6 Management L.L.C. · CIK 0001649761 · 10% owner

TSG6 AIV II-A L.P. · CIK 0001649661 · 10% owner

TSG6 PF Co-Investors A L.P. · CIK 0001649760 · 10% owner

TSG6 AIV II L.P. · CIK 0001649662 · 10% owner

TSG PF Investment LLC · CIK 0001649757 · 10% owner

TSG PF Investment II L.L.C. · CIK 0001649759 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 20,276,183

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: 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.

F2 · kind: (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.

F1 · shares: 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.

F2 · shares: (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.

F1 · balance_after: 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.

F2 · balance_after: (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.

F1 · ownership.nature: 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.

F2 · ownership.nature: (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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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 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.

F5 · ownership.nature: 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.

F6 · ownership.nature: The Reporting Persons disclaim beneficial ownership of securities reported herein except to the extent of any pecuniary interest therein.

F7 · ownership.nature: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.