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Filing Details

Accession Number:: 0000899243-16-023938
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-06-30 18:39:56
Reporting Period:: 2016-06-28

Filing Date:: 2016-06-30
Accepted Time:: 2016-06-30 18:39:56
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2016-06-28	7,521,047	$0.00	28,594,032	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2016-06-28	11,129,887	$15.76	17,464,145	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

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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	2016-06-28	7,521,047	$0.00	7,521,047	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
36,396,364			No	4	C	Indirect

Footnotes

On June 28, 2016, (i) TSG6 PF Investment LLC ("Investment") exchanged 6,483,501 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 6,483,501 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 6,483,501 shares of Class A common stock of the Company, and substantially simultaneously sold all 6,483,501 shares of Class A common stock of the Company to the underwriters in the Company's secondary offering, which closed on June 28, 2015 (the "Offering"), and (ii) TSG6 PF Investment II LLC ("Investment II") exchanged 1,037,546 Holding Units of Pla-Fit Holdings, LLC and 1,037,546 shares of Class B common stock of the Company for 1,037,546 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,037,546 shares of Class A common stock of the Company to the underwriters in the Offering.
(Continued from footnote 1) Following such sales, Investment holds 31,375,403 Holding Units of Pla-Fit Holdings, LLC and 31,375,403 shares of Class B common stock of the Company and Investment II holds 5,020,961 Holding Units of Pla-Fit Holdings, LLC and 5,020,961 shares of Class B common stock of the Company.
On June 28, 2016, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 1,710,005 shares of Class A common stock of the Company to the underwriters in the Offering and (ii) TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 1,898,835 shares of Class A common stock of the Company to the underwriters in the Offering. Following such sales, AIV II-A holds 8,275,174 shares of Class A common stock of the Company and Co-Investors A holds 9,188,971 shares of Class A common stock of the Company.
Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, 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, Investment and Investment II may each exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) 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.
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.
Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.