13D Filing: HG Vora Capital Management and Town Sports International Holdings Inc (CLUB)

Item 1.

Security and Issuer.

This Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Town Sports International Holdings, Inc. (the “Issuer”), a Delaware corporation.  The address of the principal executive offices of the Issuer is 399 Executive Boulevard, Elmsford, New York 10523.

Item 2.

Identity and Background.

(a)  This Schedule 13D is being filed pursuant to §240.13d-1(f) by (i) HG Vora Capital Management, LLC, a Delaware limited liability company (the “Manager”), as investment manager of the HG Vora Special Opportunities Master Fund, Ltd. (the “Fund”), a Cayman Islands exempted company, with respect to the shares of Common Stock directly owned by the Fund; and (ii) Mr. Parag Vora (“Mr. Vora”), as managing member of the Manager, with respect to the shares of Common Stock directly owned by the Fund.  The Manager and Mr. Vora are hereinafter collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 1.

All investment and voting decisions for the Fund have been delegated to the Manager.  In such capacity, the Manager may be deemed to beneficially own the securities directly owned by the Fund. Mr. Vora is the managing member of the Manager. As such, Mr. Vora may be deemed to beneficially own the securities reported herein. Neither the Manager nor Mr. Vora directly own any shares of Common Stock.  Each Reporting Person expressly disclaims beneficial ownership of the securities reported in this Schedule 13D except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(b)  The business office address of the Investment Manager and Mr. Vora is 330 Madison Avenue, 23^rd Floor, New York, NY 10017.

(c) The principal business of the Manager is to provide investment advisory services to the Fund. The principal occupation or employment of Mr. Vora is to serve as the managing member of the Manager.

(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or other minor offenses).

(e) During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Manager is organized under the laws of the state of Delaware. Mr. Vora is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

The 8,500,000 shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired in the ordinary course of business with working capital of the Fund set aside for the general purpose of investing. On June 14, 2017, the Reporting Persons consummated private sales of an aggregate of 3,850,000 shares of Common Stock at $3.60 per share from certain entities managed by Farallon Capital Management, L.L.C. (collectively, “Farallon”).