Msd Capital L P - Oct 7, 2021 Form 3 Insider Report for Life Time Group Holdings, Inc. (LTH)

Role: 10%+ Owner
Signature: MSD Capital, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager
Stock symbol: LTH
Transactions as of: Oct 7, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/7/2021, 05:26 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						10.8M	Oct 7, 2021	See footnotes	F1, F2, F3

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			See Footnotes	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Life Time Investments, LLC ("MSD Life Time") and Michael S. Dell. MSD Life Time is the record and direct beneficial owner of the shares of the issuer's common stock reported herein. MSD Capital is the investment manager of MSD Life Time Investments and may be deemed to beneficially own securities owned by MSD Life Time Investments. MSD Capital Management LLC ("MSD Capital Management", and together with MSD Capital and MSD Life Time, the "MSD Parties") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [cont.]
F2	Each of John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Phelan, and Lisker disclaims beneficial ownership of such securities.
F3	The MSD Parties and each of Messrs. Phelan, Lisker and Dell may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (the "Act"). Each of the MSD Parties and each of Messrs. Phelan, Lisker and Dell declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
F4	Represents 439,968 shares of the issuer's Series A preferred stock owned by the reporting persons. 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.