Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Duckhorn Portfolio, Inc.NAPA · Entity 84733 | Director | October 19, 2021 | December 26, 2024 |
| Dutch Bros Inc.BROS · Entity 3641 | Director | September 14, 2021 | September 15, 2021 |
| Planet Fitness, Inc.PLNT · Entity 4077 | Director · 10% owner | May 10, 2017 | May 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.
Duckhorn Portfolio, Inc.
Report date October 19, 2021 · Filed December 26, 2024
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Ending reported balance
After 2021-10-19 transaction · row 2
2 source rows · reconciled sequenceRow 1 · 2021-10-19 · Other · Acquired 12,195 · Balance 12,195 F1: On October 12, 2021, Mallard Holdco, LLC declared a distribution of shares of common stock, to occur in connection with the sale of shares of common stock by Mallard Holdco, LLC, to Mr. Esserman, an indirect member of Mallard Holdco, LLC and other indirect members of Mallard Holdco, LLC. The distribution was declared to facilitate bona fide gifts by Mr. Esserman and other indirect members of Mallard Holdco, LLC of such shares of common stock to charitable organizations. The relevant sale and distribution occurred on October 19, 2021. Row 2 · 2021-10-19 · Gift · Disposed 12,195 · Balance 0 |
Filing footnotes · ownership attribution and instrument terms
F1: On October 12, 2021, Mallard Holdco, LLC declared a distribution of shares of common stock, to occur in connection with the sale of shares of common stock by Mallard Holdco, LLC, to Mr. Esserman, an indirect member of Mallard Holdco, LLC and other indirect members of Mallard Holdco, LLC. The distribution was declared to facilitate bona fide gifts by Mr. Esserman and other indirect members of Mallard Holdco, LLC of such shares of common stock to charitable organizations. The relevant sale and distribution occurred on October 19, 2021.
Dutch Bros Inc.
Report date September 14, 2021 · Filed September 15, 2021
This filing explicitly reported no securities owned.
Planet Fitness, Inc.
Report date May 10, 2017 · Filed May 12, 2017
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A common stockSEC Table I · non-derivative | IndirectSee footnotes | 16,085,510 |
Reported balance
After 2017-05-10 transaction · row 1
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. |
| Class A common stockSEC Table I · non-derivative | IndirectSee footnotes | 0 |
Reported balance
After 2017-05-10 transaction · row 2
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. |
| Holding Units and Class B common stockSEC Table II · derivative / convertible security | IndirectSee footnotes | 0 |
Reported balance
After 2017-05-10 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. |
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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein.
F6: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.
Transaction history
JSON APIPurchases/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 date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| October 19, 2021 Filed Oct 21, 2021 17:00 UTC | Duckhorn Portfolio, Inc. NAPA · Entity 84733 | GiftCommon Stock | 12,195 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-21-040977 · doc4.xml · nonDerivative · entry 2 Esserman Charles · CIK 0001649551 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Read SEC document |
| October 19, 2021 Filed Oct 21, 2021 17:00 UTC | Duckhorn Portfolio, Inc. NAPA · Entity 84733 | OtherCommon Stock | 12,195 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-21-040977 · doc4.xml · nonDerivative · entry 1 Esserman Charles · CIK 0001649551 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,195 F1 · kind: On October 12, 2021, Mallard Holdco, LLC declared a distribution of shares of common stock, to occur in connection with the sale of shares of common stock by Mallard Holdco, LLC, to Mr. Esserman, an indirect member of Mallard Holdco, LLC and other indirect members of Mallard Holdco, LLC. The distribution was declared to facilitate bona fide gifts by Mr. Esserman and other indirect members of Mallard Holdco, LLC of such shares of common stock to charitable organizations. The relevant sale and distribution occurred on October 19, 2021. Read SEC document |
| October 19, 2021 Filed Dec 26, 2024 15:31 UTC | Duckhorn Portfolio, Inc. NAPA · Entity 84733 | GiftCommon Stock | 12,195 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-24-140337 · ownership.xml · nonDerivative · entry 2 Esserman Charles · CIK 0001649551 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Read SEC document |
| October 19, 2021 Filed Dec 26, 2024 15:31 UTC | Duckhorn Portfolio, Inc. NAPA · Entity 84733 | OtherCommon Stock | 12,195 | $0.00 | $0.00 |
DisclosureSEC source: 0000950170-24-140337 · ownership.xml · nonDerivative · entry 1 Esserman Charles · CIK 0001649551 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 12,195 F1 · kind: On October 12, 2021, Mallard Holdco, LLC declared a distribution of shares of common stock, to occur in connection with the sale of shares of common stock by Mallard Holdco, LLC, to Mr. Esserman, an indirect member of Mallard Holdco, LLC and other indirect members of Mallard Holdco, LLC. The distribution was declared to facilitate bona fide gifts by Mr. Esserman and other indirect members of Mallard Holdco, LLC of such shares of common stock to charitable organizations. The relevant sale and distribution occurred on October 19, 2021. Read SEC document |
| May 10, 2017 Filed May 12, 2017 20:16 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | ConversionHolding Units and Class B common stock · Derivative | 10,869,819 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-17-012980 · doc4.xml · derivative · entry 3 Esserman Charles · CIK 0001649551 · Director · 10% 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| May 10, 2017 Filed May 12, 2017 20:16 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | SaleClass A common stock | 16,085,510 | $20.28 | $326,214,142.80 |
DisclosureSEC source: 0000899243-17-012980 · doc4.xml · nonDerivative · entry 2 Esserman Charles · CIK 0001649551 · Director · 10% 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| May 10, 2017 Filed May 12, 2017 20:16 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | ConversionClass A common stock | 10,869,819 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-17-012980 · doc4.xml · nonDerivative · entry 1 Esserman Charles · CIK 0001649551 · Director · 10% 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| March 14, 2017 Filed Mar 16, 2017 20:05 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | ConversionHolding Units and Class B common stock · Derivative | 9,984,242 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-17-007748 · doc4.xml · derivative · entry 3 Esserman Charles · CIK 0001649551 · Director · 10% 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| March 14, 2017 Filed Mar 16, 2017 20:05 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | SaleClass A common stock | 14,775,000 | $20.44 | $302,001,000.00 |
DisclosureSEC source: 0000899243-17-007748 · doc4.xml · nonDerivative · entry 2 Esserman Charles · CIK 0001649551 · Director · 10% 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| March 14, 2017 Filed Mar 16, 2017 20:05 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | ConversionClass A common stock | 9,984,242 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-17-007748 · doc4.xml · nonDerivative · entry 1 Esserman Charles · CIK 0001649551 · Director · 10% 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| November 22, 2016 Filed Nov 23, 2016 21:33 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | ConversionHolding Units and Class B common stock · Derivative | 10,136,285 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-16-034336 · doc4.xml · derivative · entry 3 Esserman Charles · CIK 0001649551 · Director · 10% 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| November 22, 2016 Filed Nov 23, 2016 21:33 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | SaleClass A common stock | 15,000,000 | $23.22 | $348,300,000.00 |
DisclosureSEC source: 0000899243-16-034336 · doc4.xml · nonDerivative · entry 2 Esserman Charles · CIK 0001649551 · Director · 10% 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| November 22, 2016 Filed Nov 23, 2016 21:33 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | ConversionClass A common stock | 10,136,285 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-16-034336 · doc4.xml · nonDerivative · entry 1 Esserman Charles · CIK 0001649551 · Director · 10% 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| September 28, 2016 Filed Sep 30, 2016 21:11 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | ConversionHolding Units and Class B common stock · Derivative | 5,406,019 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-16-030438 · doc4.xml · derivative · entry 3 Esserman Charles · CIK 0001649551 · Director · 10% 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| September 28, 2016 Filed Sep 30, 2016 21:11 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | SaleClass A common stock | 8,000,000 | $19.62 | $156,960,000.00 |
DisclosureSEC source: 0000899243-16-030438 · doc4.xml · nonDerivative · entry 2 Esserman Charles · CIK 0001649551 · Director · 10% 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| September 28, 2016 Filed Sep 30, 2016 21:11 UTC | Planet Fitness, Inc. PLNT · Entity 4077 | ConversionClass A common stock | 5,406,019 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-16-030438 · doc4.xml · nonDerivative · entry 1 Esserman Charles · CIK 0001649551 · Director · 10% 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. 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. Charles Esserman is a Managing Member of TSG6 Management L.L.C. As a result, Mr. Esserman may be deemed to share voting and dispositive power with respect to the securities reported herein. F6 · ownership.nature: Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. 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.