Sec Form 4 Filing - LIVELY DORVIN D @ Planet Fitness, Inc. - 2018-08-30

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) President & CFO (Last) (First) (Middle) C/O PLANET FITNESS, INC., 4 LIBERTY LANE WEST 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2018 (Street) HAMPTON, NH03842 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 08/30/2018 C( 1 ) 41,874 ( 1 ) A $ 0 41,874 D Class A Common Stock 08/30/2018 S( 1 ) 41,874 ( 1 ) D $ 50.9924 ( 2 ) 0 D Class A Common Stock 08/31/2018 C( 3 ) 63,253 ( 3 ) A $ 0 63,253 D Class A Common Stock 08/31/2018 S( 3 ) 63,253 ( 3 ) D $ 51.3875 ( 4 ) 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 ) ( 5 ) 08/30/2018 C 41,874 ( 1 ) ( 5 ) ( 5 ) Class A common stock 41,874 ( 1 ) $ 0 913,139 ( 5 ) D Holding Units and Class B common stock ( 3 ) ( 5 ) 08/31/2018 C 63,253 ( 3 ) ( 5 ) ( 5 ) Class A common stock 63,253 ( 3 ) $ 0 849,886 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIVELY DORVIN D C/O PLANET FITNESS, INC. 4 LIBERTY LANE WEST HAMPTON, NH03842 President & CFO Signatures /s/ Justin Vartanian, Attorney-in-Fact 09/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 30, 2018, Dorvin Lively exchanged 41,874 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 41,874 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 41,874 shares of Class A common stock of the Company, and substantially simultaneously sold all 41,874 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively held 913,139 Holding Units and 913,139 shares of Class B common stock of the Company. ( 2 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $50.71 to $51.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 3 )On August 31, 2018, Dorvin Lively exchanged 63,253 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 63,253 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 63,253 shares of Class A common stock of the Company, and substantially simultaneously sold all 63,253 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively holds 849,886 Holding Units and 849,886 shares of Class B common stock of the Company. ( 4 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.18 to $51.69, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 5 )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, the holders thereof may exchange all or a portion of their Holding Units along with an equal number of shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one 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 do not expire. 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 President and Chief Financial Officer of the Company.

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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