David A. Landau - Oct 7, 2021 Form 3 Insider Report for Life Time Group Holdings, Inc. (LTH)

Role
Director, 10%+ Owner
Signature
See signatures attached as Exhibit 99.1
Stock symbol
LTH
Transactions as of
Oct 7, 2021
Transactions value $
$0
Form type
3
Date filed
10/7/2021, 06:29 PM
Next filing
Oct 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding LTH Common Stock 4.84M Oct 7, 2021 See footnote F1, F5
holding LTH Common Stock 3.68M Oct 7, 2021 See footnote F2, F5
holding LTH Common Stock 160K Oct 7, 2021 See footnote F3, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding LTH Series A Preferred Stock Oct 7, 2021 Common Stock 247K See footnote F1, F4, F5
holding LTH Series A Preferred Stock Oct 7, 2021 Common Stock 181K See footnote F2, F4, F5
holding LTH Series A Preferred Stock Oct 7, 2021 Common Stock 8.2K See footnote F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Held directly by LNK Partners III, LP.
F2 Held directly by LNK Life Time Fund, LP.
F3 Held directly by LNK Partners III (Parallel), LP (together with LNK Partners III, LP and LNK Life Time Fund, LP, the "LNK Funds").
F4 Each share of Series A preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering in accordance with the Certificate of Designations pertaining to the Series A preferred stock. The Series A preferred stock has no expiration date.
F5 Each of the LNK Funds is controlled by LNK GenPar III, L.P. and LNK Life Time GenPar, L.P., their respective general partners (together, the "General Partners"), and each of those is in turn controlled by David Landau, a director of Life Time, through LNK MGP III, LLC, of which he is the controlling member. As such, each of the General Partners and Mr. Landau may be deemed indirect beneficial owners of the securities held directly by the LNK Funds. The General Partners and Mr. Landau disclaim beneficial ownership of the shares of common stock held directly by the LNK Funds, except to the extent of their pecuniary interest.

Remarks:

Each of the LNK Funds are party to a Stockholders Agreement with other shareholders of the Issuer that (in addition to other rights and obligations) obligates the parties to vote in favor of certain designated nominees for election to the Issuer's board of directors. As a result, the Reporting Persons may be deemed members of a group that beneficially owns more than 10% of the outstanding shares of common stock of the Issuer. Mr. Landau serves on the board of directors of the Issuer as a representative of the LNK Funds. As a result, each of the Reporting Persons may be deemed to be a "director by deputization" of the Issuer.