Sec Form 4 Filing - Esserman Charles @ Planet Fitness, Inc. - 2015-08-11

Insider filing report for Changes in Beneficial Ownership
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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
Esserman Charles
2. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc. [ PLNT]
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)
C/O TSG CONSUMER PARTNERS, LLC, 600 MONTGOMERY STREET, SUITE 2900
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2015
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A common stock 08/11/2015 S( 1 ) 5,033,945 ( 1 ) D $ 14.96 21,072,985 ( 1 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 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
Holding Units and Class B common stock ( 3 ) 08/11/2015 D( 2 ) 10,491,055 ( 2 ) ( 3 ) ( 3 ) Class A common stock 10,491,055 ( 2 ) $ 14.96 43,917,411 ( 2 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Esserman Charles
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE 2900
SAN FRANCISCO, CA94111
X X
Signatures
/s/ R. Wallace Wertsch 08/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 11, 2015, TSG6 AIV II-A L.P. ("AIV II-A") sold 2,385,274 shares of Class A common stock of Planet Fitness, Inc. (the "Company") and TSG6 PF Co-Investors A L.P. ("Co-Investors A") sold 2,648,671 shares of Class A common stock of the Company to the underwriters in the Company's initial public offering. Following such sales, AIV II-A holds 9,985,179 shares of Class A common stock of the Company and Co-Investors A holds 11,087,806 shares of Class A common stock of the Company.
( 2 )On August 11, 2015, TSG6 PF Investment LLC ("Investment") sold 9,043,790 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 9,043,790 shares of Class B common stock of the Company and TSG6 PF Investment II LLC ("Investment II") sold 1,447,265 Holding Units of Pla-Fit Holdings, LLC and 1,447,265 shares of Class B common stock of the Company to the Company in connection with the Company's initial public offering. Following such sales, Investment holds 37,858,904 Holding Units of Pla-Fit Holdings, LLC and 37,858,904 shares of Class B common stock of the Company and Investment II holds 6,058,507 Holding Units of Pla-Fit Holdings, LLC and 6,058,507 shares of Class B common stock of the Company.
( 3 )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.
( 4 )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.
( 5 )Mr. Esserman disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

Remarks:
R. Wallace Wertsch is signing on behalf of Charles Esserman pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission.

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