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Filing Details

Accession Number:: 0000899243-21-036796
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-09-21 17:10:10
Reporting Period:: 2021-09-17

Accepted Time:: 2021-09-21 17:10:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1281774	Town Sports International Holdings Inc	CLUBQ	Services-Membership Sports & Recreation Clubs (7997)	200640002

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1594474	Darren Richman	111 West 33Rd Street, Suite 1910 New York NY 10120	No	No	No	Yes
1797237	David Chene	111 West 33Rd Street, Suite 1910 New York NY 10120	No	No	No	Yes
1797633	Kennedy Lewis Management Lp	111 West 33Rd Street, Suite 1910 New York NY 10120	No	No	No	Yes
1797634	Kennedy Lewis Investment Management Llc	111 West 33Rd Street, Suite 1910 New York NY 10120	No	No	No	Yes
1797767	Klm Gp Llc	111 West 33Rd Street, Suite 1910 New York NY 10120	No	No	No	Yes
1838867	Fitness Tsi, Llc	111 West 33Rd Street, Suite 1910 New York NY 10120	No	No	No	Yes
1838877	Fitness Tsi Fund Ii Llc	111 West 33Rd Street, Suite 1910 New York NY 10120	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2021-09-17	31,041,265	$0.00	0	No	4	S	Indirect	By Fitness TSI Fund II LLC
Common Stock	Disposition	2021-09-17	14,694,218	$0.00	0	No	4	S	Indirect	By Fitness TSI, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Fitness TSI Fund II LLC
No	4	S	Indirect	By Fitness TSI, LLC

Footnotes

On September 17, 2021, pursuant to the Forbearance and Payment Agreement (the "Forbearance and Payment Agreement"), dated September 17, 2021, among Town Sports International Holdings, Inc. (the "Issuer"), TSI-Lucille Real Estate, LLC, a wholly owned subsidiary of the Issuer, each of the Loan Parties (as defined in the Forbearance and Payment Agreement), Alter Domus (US) LLC, as administrative agent, the Lenders (as defined in the Forbearance and Payment Agreement) and certain other parties signatory to the Forbearance and Payment Agreement, each of Fitness TSI Fund II LLC ("TSI II") and Fitness TSI, LLC ("TSI", and together with TSI II, the "Funds"), in consideration of the agreements set forth in the Forbearance and Payment Agreement, sold all of the shares of common stock of the Issuer held by them to the Issuer for $1.00 in the aggregate.
These shares of common stock of the Issuer were held for the account of TSI II, a private investment fund for which Kennedy Lewis Management LP (the "Adviser") serves as investment manager.
These shares of common stock of the Issuer were held for the account of TSI, a private investment fund for which the Adviser serves as investment manager.
The Adviser may have been deemed to beneficially own the shares of common stock of the Issuer that were held by the Funds because the Adviser had been delegated voting and investment power over such shares. KLM GP LLC ("KLM") may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer that were held by the Funds as the general partner of the Adviser.
[continued from Footnote 4] In addition, Kennedy Lewis Investment Management LLC ("Kennedy Lewis Management") may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer that were held by the Funds as the owner and control person of KLM. Further, Darren Richman and David Chene may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer held by the Funds as the managing members and control persons of Kennedy Lewis Management.
For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman and Mr. Chene disclaims beneficial ownership of the securities of the Issuer that were held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman or Mr. Chene was the beneficial owner of such securities for purposes of Section 16 or any other purpose.