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Filing Details

Accession Number:: 0000899243-17-007751
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-03-16 16:06:03
Reporting Period:: 2017-03-14

Filing Date:: 2017-03-16
Accepted Time:: 2017-03-16 16:06:03
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	Director	Officer	Large Shareholder	Other
1649661	L.p. Ii-A Aiv Tsg6	C/O Tsg Consumer Partners, Llc 600 Montgomery Street, Suite 2900 San Francisco CA 94111	No	No	Yes	No
1649662	L.p. Ii Aiv Tsg6	C/O Tsg Consumer Partners, Llc 600 Montgomery Street, Suite 2900 San Francisco CA 94111	No	No	Yes	No
1649757	Tsg Pf Investment Llc	C/O Tsg Consumer Partners, Llc 600 Montgomery Street, Suite 2900 San Francisco CA 94111	No	No	Yes	No
1649759	L.l.c. Ii Investment Pf Tsg	C/O Tsg Consumer Partners, Llc 600 Montgomery Street, Suite 2900 San Francisco CA 94111	No	No	Yes	No
1649760	Tsg6 Pf Co-Investors A L.p.	C/O Tsg Consumer Partners, Llc 600 Montgomery Street, Suite 2900 San Francisco CA 94111	No	No	Yes	No
1649761	L.l.c. Management Tsg6	C/O Tsg Consumer Partners, Llc 600 Montgomery Street, Suite 2900 San Francisco CA 94111	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
Class A Common Stock	Acquisiton	2017-03-14	9,984,242	$0.00	19,990,691	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2017-03-14	14,775,000	$20.44	5,215,691	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	2017-03-14	9,984,242	$0.00	9,984,242	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,869,819			No	4	C	Indirect

Footnotes

On March 14, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 8,606,892 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 8,606,892 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 8,606,892 shares of Class A common stock of the Company, and substantially simultaneously sold all 8,606,892 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on March 14, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,377,350 Holding Units and 1,377,350 shares of Class B common stock of the Company for 1,377,350 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,377,350 shares of Class A common stock of the Company to the underwriter in the Offering.
(Continued from Footnote 1) Following such sales, Investment holds 9,370,304 Holding Units and 9,370,304 shares of Class B common stock of the Company and Investment II holds 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company.
On March 14, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,270,044 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 2,520,714 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, AIV II-A holds 2,471,391 shares of Class A common stock of the Company and Co-Investors A holds 2,744,300 shares of Class A common stock of the Company.
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.
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, and therefore may be deemed to share voting and dispositive power with respect to the securities reported herein.
The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.