Sec Form 4 Filing - LIVELY DORVIN D @ Planet Fitness, Inc. - 2017-03-14

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
LIVELY DORVIN D
2. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc. [ PLNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O PLANET FITNESS, INC., 26 FOX RUN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2017
(Street)
NEWINGTON, NH03801
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 03/14/2017 C( 1 ) 200,000 ( 1 ) A $ 0 200,000 D
Class A Common Stock 03/14/2017 S( 1 ) 200,000 ( 1 ) D $ 20.44 0 D
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 ( 1 ) ( 2 ) 03/14/2017 C 200,000 ( 1 ) ( 2 ) ( 2 ) Class A common stock 200,000 ( 1 ) $ 0 1,205,013 ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIVELY DORVIN D
C/O PLANET FITNESS, INC.
26 FOX RUN ROAD
NEWINGTON, NH03801
Chief Financial Officer
Signatures
/s/ Justin Vartanian, Attorney-in-Fact 03/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 14, 2017, Dorvin Lively exchanged 200,000 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 200,000 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 200,000 shares of Class A common stock of the Company, and substantially simultaneously sold all 200,000 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"). Following the sale, Mr. Lively holds 1,205,013 Holding Units and 1,205,013 shares of Class B common stock of the Company.
( 2 )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, such holders may exchange all or a portion of their vested Holding Units along with an equal number of their shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one vested Holding Unit and one share of Class B common stock together exchangeable for one share of Class A common stock). The holders thereof are not required to pay an exercise price in connection with any such exchange. The Holding Units will expire on April 30, 2023 and are subject to vesting. 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.

Remarks:
Mr. Lively is Chief Financial Officer of the Company.

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