Sec Form 4 Filing - TSG6 Management L.L.C. @ Planet Fitness, Inc. - 2017-03-14

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 TSG6 Management L.L.C. 2. Issuer Name and Ticker or Trading Symbol Planet Fitness, Inc. [ PLNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 03/14/2017 (Street) SAN FRANCISCO, CA94111 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 Class A common stock 03/14/2017 C( 1 )( 2 ) 9,984,242 ( 1 ) ( 2 ) A $ 0 19,990,691 ( 1 ) ( 2 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Class A common stock 03/14/2017 S( 3 ) 14,775,000 ( 3 ) D $ 20.44 5,215,691 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

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 ( 4 ) 03/14/2017 C 9,984,242 ( 1 ) ( 2 ) ( 4 ) ( 4 ) Class A common stock 9,984,242 ( 1 ) ( 2 ) $ 0 10,869,819 ( 1 ) ( 2 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TSG6 Management L.L.C. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA94111 X TSG6 AIV II-A L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA94111 X TSG6 PF Co-Investors A L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA94111 X TSG6 AIV II L.P. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA94111 X TSG PF Investment LLC C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA94111 X TSG PF Investment II L.L.C. C/O TSG CONSUMER PARTNERS, LLC 600 MONTGOMERY STREET, SUITE 2900 SAN FRANCISCO, CA94111 X Signatures /s/ R. Wallace Wertsch 03/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )(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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein. ( 7 )The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Remarks: R. Wallace Wertsch is signing on behalf of the Reporting Persons pursuant to Powers of Attorney dated July 29, 2015, which were previously filed with the Securities and Exchange Commission.

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).

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