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Filing Details

Accession Number:: 0001387131-21-010019
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-14 16:55:46
Reporting Period:: 2021-10-12

Accepted Time:: 2021-10-14 16:55:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1869198	Life Time Group Holdings Inc.	LTH	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1663657	Tpg Advisors Vii, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-10-12	2,503,065	$0.00	40,203,064	No	4	C	Indirect	See Explanation of Responses
Common Stock	Acquisiton	2021-10-12	2,866,666	$18.00	43,069,730	No	4	P	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Participating Preferred Stock	Disposition	2021-10-12	2,032,318	$0.00	2,503,065	$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

David Bonderman and James G. Coulter are controlling shareholders of each of (i) TPG Advisors VII, Inc. ("TPG Advisors VII") and (ii) TPG Group Holdings (SBS) Advisors, Inc. ("TPG Group Holdings" and, together with Messrs. Bonderman and Coulter and TPG Advisors VII, the "Reporting Persons"). TPG Advisors VII is the general partner of TPG VII Magni Co-Invest, L.P., which directly holds 5,169,207 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Life Time Group Holdings, Inc. (the "Issuer").
TPG Group Holdings is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of each of (i) TPG VII Magni GenPar Advisors, LLC and (ii) TPG Lonestar GenPar I Advisors, LLC. TPG VII Magni GenPar Advisors, LLC is the general partner of TPG VII Magni GenPar, L.P., which is the general partner of TPG VII Magni SPV, L.P., which directly holds 37,639,159 shares of Common Stock.
TPG Lonestar GenPar I Advisors, LLC is the general partner of TPG Lonestar GenPar I, L.P., which is the general partner of TPG Lonestar I, L.P. (together with TPG VII Magni Co-Invest, L.P. and TPG VII Magni SPV, L.P., the "TPG Funds"), which directly holds 261,364 shares of Common Stock.
Pursuant to the Certificate of Designation (the "Certificate of Designation") of the Issuer pertaining to the shares of Series A Convertible Participating Preferred Stock, par value $0.01 per share ("Series A Preferred Shares"), of the Issuer, the Series A Preferred Shares held by the TPG Funds automatically converted into 2,503,065 shares of Common Stock upon the consummation of the Issuer's initial public offering on October 12, 2021. Pursuant to the Certificate of Designation, the Series A Preferred Shares had been convertible upon certain events, with the number of shares of Common Stock into which each Series A Preferred Share was convertible determined as set forth in the Certificate of Designation.
On October 12, 2021, in connection with the Issuer's initial public offering, the TPG Funds acquired an aggregate of 2,866,666 shares of Common Stock at a price of $18.00 per share.
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.