Sec Form 3 Filing - Partners Group Private Equity (Master Fund), LLC @ Life Time Group Holdings, Inc. - 2021-10-07

FORM 3 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 Partners Group Private Equity (Master Fund), LLC 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PARTNERS GROUP (USA) INC., 1200 ENTREPRENURIAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2021 (Street) BROOMFIELD, CO80021 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 6,000,000 I See footnote ( 1 )

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 ( 2 ) ( 2 ) ( 2 ) Common Stock 301,571 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Partners Group Private Equity (Master Fund), LLC C/O PARTNERS GROUP (USA) INC. 1200 ENTREPRENURIAL DRIVE BROOMFIELD, CO80021 X Partners Group Private Equity II, LLC C/O PARTNERS GROUP (USA) INC. 1200 ENTREPRENURIAL DRIVE BROOMFIELD, CO80021 X Signatures By: /s/ Justin Rindos, Chief Financial Officer, Partners Group Private Equity (Master Fund), LLC 10/07/2021 Signature of Reporting Person Date By: /s/ Justin Rindos, Authorized Signatory of the advisor to Partners Group Private Equity II, LLC 10/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )3,132,000 of such shares of Life Time Group Holdings, Inc.'s (the "Issuer") common stock (the "Common Stock") are directly held by Partners Group Private Equity (Master Fund), LLC ("PG Master Fund") and 2,868,000 of such shares are directly held by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"). PG Master Fund and PG Series 61 are indirectly controlled by Partners Group Holding AG ("Partners Group"). Each of PG Master Fund and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein. ( 2 )Each share of Series A Preferred Stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, in accordance with the Certificate of Designations of the Series A Preferred Stock. The Series A Preferred Stock has no expiration date. ( 3 )PG Master Fund directly holds 140,583 shares of the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), Partners Group Private Equity II, LLC ("PG PE II") directly holds 3,218 shares of Series A Preferred Stock and Partners Group Access 83 PF LP ("PG Access 83") directly holds 101,055 shares of Series A Preferred Stock. PG PE II and PG Access 83 are indirectly controlled by Partners Group. Each of PG Master Fund, PG PE II and PG Access 83 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.

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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