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Filing Details

Accession Number:: 0000899243-17-012980
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-05-12 16:16:53
Reporting Period:: 2017-05-10

Filing Date:: 2017-05-12
Accepted Time:: 2017-05-12 16:16:53
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	2017-05-10	10,869,819	$0.00	16,085,510	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2017-05-10	16,085,510	$20.28	0	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	2017-05-10	10,869,819	$0.00	10,869,819	$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

On May 10, 2017, (i) TSG PF Investment LLC ("Investment") exchanged 9,370,304 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 9,370,304 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 9,370,304 shares of Class A common stock of the Company, and substantially simultaneously sold all 9,370,304 shares of Class A common stock of the Company to the underwriter in the Company's secondary offering, which closed on May 10, 2017 (the "Offering"), and (ii) TSG PF Investment II LLC ("Investment II") exchanged 1,499,515 Holding Units and 1,499,515 shares of Class B common stock of the Company for 1,499,515 shares of Class A common stock of the Company, and substantially simultaneously sold all 1,499,515 shares of Class A common stock of the Company to the underwriter in the Offering.
(Continued from Footnote 1) Following such sales, neither Investment nor Investment II holds any Holding Units or shares of Class B common stock of the Company.
On May 10, 2017, (i) TSG6 AIV II-A L.P. ("AIV II-A") sold 2,471,391 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 2,744,300 shares of Class A common stock of the Company to the underwriter in the Offering. Following such sales, neither AIV II-A nor Co-Investors A holds any 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. 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.