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

Role: 10%+ Owner
Signature: MSD PARTNERS, L.P. By: MSD Partners (GP), 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, 05:27 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						219K	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

* 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 Partners, L.P. ("MSD Partners") and MSD EIV Private Life Time, LLC ("MSD EIV Private Life Time"). MSD EIV Private Life Time is the record and direct beneficial owner of the shares of the issuer's securities reported herein. MSD Partners is the manager of MSD EIV Private Life Time and may be deemed to beneficially own securities owned by MSD EIV Private Life Time. MSD Partners (GP), LLC ("MSD GP", and together with MSD Partners and MSD EIV Private Life Time, the "MSD Parties") is the general partner of MSD Partners and may be deemed to beneficially own securities owned by MSD Partners. Each of John Phelan, Marc R. Lisker and Brendan Rogers is a manager of MSD GP and may be deemed to beneficially own securities owned by MSD GP. Each of Messrs. Phelan, Lisker and Rogers disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
F2	The MSD Parties and each of Messrs. Phelan, Lisker and Rogers 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 Rogers 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.
F3	Represents 8,937 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.