13D Filing: PW Partners Atlas Fund Iii, Lp and Town Sports International Holdings Inc (NASDAQ:CLUB)

The following constitutes
Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the
Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby
amended and restated to read as follows:

The Shares purchased
by Atlas Fund III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business).

The aggregate purchase
price of the 2,818,476 Shares directly owned by Atlas Fund III is approximately $12,127,902, excluding brokerage commissions.

Other than 955,344
Shares (including 849,333 unvested restricted Shares) awarded to Mr. Walsh in connection with his service as an officer and director
of the Issuer, the Shares directly owned by Mr. Walsh were purchased with personal funds. The aggregate purchase price of the 69,950
Shares purchased by Mr. Walsh is approximately $319,532, excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – 5(c)
are hereby amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 26,689,737 Shares outstanding as of March
15, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Schedule 14A filed with the Securities
and Exchange Commission on March 28, 2017.

As of the close
of business on the date hereof, Atlas Fund III beneficially owned directly 2,818,476 Shares and Mr. Walsh beneficially owned directly
1,025,294 Shares (including 849,333 unvested restricted Shares), constituting approximately 10.6% and 3.8%, respectively, of the
Shares outstanding.

Atlas Fund GP, as
the general partner of Atlas Fund III, may be deemed to beneficially own the 2,818,476 Shares directly beneficially owned by Atlas
Fund III, constituting approximately 10.6% of the Shares outstanding.

PW Capital Management,
as the investment manager with respect to Atlas Fund III, may be deemed to beneficially own the 2,818,476 Shares directly beneficially
owned by Atlas Fund III, constituting approximately 10.6% of the Shares outstanding.

Mr. Walsh, as the
Managing Member and Chief Executive Officer of Atlas Fund GP and the Managing Member of PW Capital Management, may be deemed to
beneficially own the 2,818,476 Shares beneficially owned by Atlas Fund GP and PW Capital Management, which, together with the Shares
he directly beneficially owns, constitutes an aggregate of 3,843,770 Shares or approximately 14.4% of the Shares outstanding.

(b)       Each
of Atlas Fund III, Atlas Fund GP, PW Capital Management and Mr. Walsh have shared power to vote or direct the vote of, and to dispose
or direct the disposition of, the Shares beneficially owned directly by Atlas Fund III.