Filing Details

Accession Number:
0000899243-17-012980
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-05-12 16:16:53
Reporting Period:
2017-05-10
Filing Date:
2017-05-12
Accepted Time:
2017-05-12 16:16:53
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1637207 Planet Fitness Inc. PLNT Services-Membership Sports & Recreation Clubs (7997) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1649551 Charles Esserman C/O Tsg Consumer Partners, Llc
600 Montgomery Street, Suite 2900
San Francisco CA 94111
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2017-05-10 10,869,819 $0.00 16,085,510 No 4 C Indirect See footnotes
Class A Common Stock Disposition 2017-05-10 16,085,510 $20.28 0 No 4 S Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnotes
No 4 S Indirect See footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Holding Units and Class B common stock Disposition 2017-05-10 10,869,819 $0.00 10,869,819 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
Footnotes
  1. 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.
  2. (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.
  3. 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.
  4. 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.
  5. 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.
  6. Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.