Green LTF Holdings II LP - Oct 7, 2021 Form 3 Insider Report for Life Time Group Holdings, Inc. (LTH)

Role
Director, 10%+ Owner
Signature
/s/ Andrew C. Goldberg, Attorney-in-fact
Stock symbol
LTH
Transactions as of
Oct 7, 2021
Transactions value $
$0
Form type
3
Date filed
10/7/2021, 07:21 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 50.5M Oct 7, 2021 Direct F1, F2, F3, F4
holding LTH Common Stock 93.6K Oct 7, 2021 Direct F2, F3, F4, F5
holding LTH Common Stock 933K Oct 7, 2021 Direct F2, F3, F4, F6

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 2.2M $0.00 Direct F2, F3, F4, F7
holding LTH Series A Preferred Stock Oct 7, 2021 Common Stock 4.07K $0.00 Direct F2, F3, F4, F8
holding LTH Series A Preferred Stock Oct 7, 2021 Common Stock 40.6K $0.00 Direct F2, F3, F4, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Common Stock of the Issuer owned by Green LTF Holdings II LP ("Green LTF").
F2 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").
F3 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 (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
F4 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.
F5 Represents shares of Common Stock owned by Associates VI-A.
F6 Represents shares of Common Stock owned by Associates VI-B.
F7 Represents shares of Series A Preferred Stock of the Issuer owned by Green LTF. 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.
F8 Represents shares of Series A Preferred Stock of the Issuer owned by Associates VI-A. 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.
F9 Represents shares of Series A Preferred Stock of the Issuer owned by Associates VI-B. 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.

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.