Green LTF Holdings II LP - Aug 14, 2024 Form 4 Insider Report for Life Time Group Holdings, Inc. (LTH)

Signature
/s/Andrew C. Goldberg, Attorney-in-fact
Stock symbol
LTH
Transactions as of
Aug 14, 2024
Transactions value $
-$74,646,000
Form type
4
Date filed
8/16/2024, 09:03 PM
Previous filing
Oct 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LTH Common Stock Sale -$73.3M -3.51M -6.09% $20.88 54.2M Aug 14, 2024 Direct F1, F2, F3, F4, F5, F6
transaction LTH Common Stock Sale -$124K -5.95K -6.09% $20.88 91.7K Aug 14, 2024 Direct F1, F4, F5, F6, F7, F8
transaction LTH Common Stock Sale -$1.24M -59.2K -6.09% $20.88 914K Aug 14, 2024 Direct F1, F4, F5, F6, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects shares of Common Stock of the Issuer, par value $0.01 per share ("Common Stock"), sold pursuant to a public offering of the Issuer's Common Stock which closed on August 14, 2024 (the "Offering"), including full exercise of the option granted to the underwriters to acquire additional shares.
F2 Represents shares of Common Stock sold by Green LTF Holdings II LP ("Green LTF").
F3 Represents shares of Common Stock held by Green LTF.
F4 Green Equity Investors VI, L.P. ("GEI VI") and Green Equity Investors Side VI, L.P. ("GEI Side VI") are limited partners of Green LTF. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Peridot Coinvest Manager LLC ("Peridot") is the general partner of Green LTF and the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B").
F5 Each of Green LTF, Associates VI-A, Associates VI-B, GEI VI, GEI Side VI, Holdings, Capital, LGP, LGPM, and Peridot directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the securities held by Green LTF, Associates VI-A and Associates VI-B and, therefore, a "ten percent holder" hereunder.
F6 Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
F7 Represents shares of Common Stock sold by Associates VI-A.
F8 Represents shares of Common Stock held by Associates VI-A.
F9 Represents shares of Common Stock sold by Associates VI-B.
F10 Represents shares of Common Stock held by Associates VI-B.

Remarks:

Messrs. John Danhakl and J. Kristofer Galashan are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Danhakl and Galashan may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.