Sec Form 4 Filing - LANDAU DAVID A @ Life Time Group Holdings, Inc. - 2021-10-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LANDAU DAVID A 2. Issuer Name and Ticker or Trading Symbol Life Time Group Holdings, Inc. [ LTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 81 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2021 (Street) WHITE PLAINS, NY10601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/12/2021 C 247,159 A 5,086,760 I See footnote ( 2 ) ( 5 ) Common Stock 10/12/2021 P 1,344,333 A $ 18 6,431,093 I See footnote ( 2 ) ( 5 ) Common Stock 10/12/2021 C 180,744 A 3,857,235 I See footnote ( 3 ) ( 5 ) Common Stock 10/12/2021 C 8,196 A 168,594 I See footnote ( 4 ) ( 5 ) Common Stock 10/12/2021 P 44,555 A $ 18 213,149 I See footnote ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) 10/12/2021 C 247,159 ( 1 ) ( 1 ) Common Stock 247,159 ( 1 ) 0 I See footnote ( 2 ) ( 5 ) Series A Preferred Stock ( 1 ) 10/12/2021 C 180,744 ( 1 ) ( 1 ) Common Stock 180,744 ( 1 ) 0 I See footnote ( 3 ) ( 5 ) Series A Preferred Stock ( 1 ) 10/12/2021 C 8,196 ( 1 ) ( 1 ) Common Stock 8,196 ( 1 ) 0 I See footnote ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LANDAU DAVID A 81 MAIN STREET WHITE PLAINS, NY10601 X X LNK Life Time Fund, L.P. 81 MAIN STREET WHITE PLAINS, NY10601 X X LNK Partners III (Parallel), L.P. 81 MAIN STREET WHITE PLAINS, NY10601 X X LNK Partners III, L.P. 81 MAIN STREET WHITE PLAINS, NY10601 X X LNK Life Time GenPar, L.P. 81 MAIN STREET WHITE PLAINS, NY10601 X X LNK GenPar III, L.P. 81 MAIN STREET WHITE PLAINS, NY10601 X X LNK MGP III, LLC 81 MAIN STREET WHITE PLAINS, NY10601 X X Signatures See signatures attached as Exhibit 99.1 10/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering in accordance with the Certificate of Designations pertaining to the Series A preferred stock. The Series A preferred stock has no expiration date. ( 2 )Held directly by LNK Partners III, LP. ( 3 )Held directly by LNK Life Time Fund, LP. ( 4 )Held directly by LNK Partners III (Parallel), LP (together with LNK Partners III, LP and LNK Life Time Fund, LP, the "LNK Funds"). ( 5 )Each of the LNK Funds is controlled by LNK GenPar III, L.P. and LNK Life Time GenPar, L.P., their respective general partners (together, the "General Partners"), and each of those is in turn controlled by David Landau, a director of Life Time, through LNK MGP III, LLC, of which he is the controlling member. As such, each of the General Partners and Mr. Landau may be deemed indirect beneficial owners of the securities held directly by the LNK Funds. The General Partners and Mr. Landau disclaim beneficial ownership of the shares of common stock held directly by the LNK Funds, except to the extent of their pecuniary interest.

Remarks: Each of the LNK Funds are party to a Stockholders Agreement with other shareholders of the Issuer that (in addition to other rights and obligations) obligates the parties to vote in favor of certain designated nominees for election to the Issuer's board of directors. As a result, the Reporting Persons may be deemed members of a group that beneficially owns more than 10% of the outstanding shares of common stock of the Issuer. Mr. Landau serves on the board of directors of the Issuer as a representative of the LNK Funds. As a result, each of the Reporting Persons may be deemed to be a "director by deputization" of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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