Filing Details

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule §§13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

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This Amendment No. 1 (this Amendment) to the statement on Schedule 13D filed October 25, 2021 (the Schedule 13D) filed by Teacher Retirement System of Texas, a public pension plan and entity of the State of Texas (the Reporting Person) relating to the common stock, $0.01 par value per share (the Common Stock), of Life Time Group Holdings, Inc. (the Issuer) amends the Schedule 13D as set forth below. Capitalized terms used herein and not defined shall have the meaning ascribed to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

5,200,000 shares of Common Stock were acquired upon the conversion of equity interests in a predecessor of the Issuer concurrent with the completion of the Issuers initial public offering on October 6, 2021 at an aggregate conversion value of approximately $93.6 million. Subsequent to the Issuers initial public offering, the Reporting Person acquired an aggregate of 5,174 additional shares of Common Stock in open market acquisitions for aggregate consideration of $69,964.24, and sold an aggregate of 1,593 shares of Common Stock in open market dispositions for aggregate consideration of $18,198.69. The source of the funds used to purchase such shares of Common Stock was the pension fund managed by the Reporting Person, which includes income from the funds investment portfolio and contributions from members of the pension plan administered by the Reporting Person.

Item 4. Purpose of Transaction  

Effective April 13, 2023, the Reporting Person terminated the Stockholders Agreement only as to Section 1 thereof (relating to the coordination of voting of securities among parties to the Stockholders Agreement) and, as a result, the Reporting Person ceased to be a member of a group with such other parties to the Stockholders Agreement for purposes of Rule 13d-3 under the Exchange Act, as amended.

Item 5. Interest in Securities of the Issuer.

(a) - (b)

The aggregate percentage of shares of Common Stock reported to be beneficially owned by the Reporting Person is based upon 194,791,585 outstanding shares of Common Stock as of March 4, 2023, as reported in the Issuers Annual Report on Form 10-K for the year ended December 31, 2022. As of April 13, 2023, the Reporting Person beneficially owns 5,203,581 shares of Common Stock constituting approximately 2.7% of the issued and outstanding shares of Common Stock. The Reporting Person has sole voting and dispositive power over the 5,203,581 shares of Common Stock beneficially owned by it, which power is exercised by the Reporting Person.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

Effective April 13, 2023, the Reporting Person terminated the Stockholders Agreement only as to Section 1 thereof (relating to the coordination of voting of securities among parties to the Stockholders Agreement) and, as a result, the Reporting Person ceased to be a member of a group with such other parties to the Stockholders Agreement for purposes of Rule 13d-3 under the Exchange Act, as amended.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 13, 2023

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