Green LTF Holdings II LP - Oct 12, 2021 Form 4 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 12, 2021
Transactions value $: $90,000,000
Form type: 4
Date filed: 10/14/2021, 05:46 PM
Previous filing: Oct 7, 2021
Next filing: Aug 16, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LTH	Common Stock	Conversion of derivative security		+2.2M	+4.35%		52.7M	Oct 12, 2021	Direct	F1, F2, F3, F4, F5, F6
transaction	LTH	Common Stock	Conversion of derivative security		+4.07K	+4.35%		97.7K	Oct 12, 2021	Direct	F2, F4, F5, F6, F7, F8
transaction	LTH	Common Stock	Conversion of derivative security		+40.6K	+4.35%		974K	Oct 12, 2021	Direct	F2, F4, F5, F6, F9, F10
transaction	LTH	Common Stock	Purchase	$90M	+5M	+9.49%	$18.00	57.7M	Oct 12, 2021	Direct	F3, F4, F5, F6, F11

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	LTH	Series A Preferred Stock	Conversion of derivative security	-1.78M	-100%	Oct 12, 2021	Common Stock	2.2M	Direct	F2, F4, F5, F6, F12
transaction	LTH	Series A Preferred Stock	Conversion of derivative security	-3.31K	-100%	Oct 12, 2021	Common Stock	4.07K	Direct	F2, F4, F5, F6, F13
transaction	LTH	Series A Preferred Stock	Conversion of derivative security	-33K	-100%	Oct 12, 2021	Common Stock	40.6K	Direct	F2, F4, F5, F6, F14

* 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 acquired by Green LTF Holdings II LP ("Green LTF") pursuant to the automatic conversion of shares of Series A Preferred 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.
F2	Each share of Series A Preferred Stock automatically converted 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.
F3	Represents shares of Common Stock owned 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 Vl-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 (together, the "Investors") 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 of the Issuer acquired by Associates VI-A pursuant to the automatic conversion of shares of Series A Preferred 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.
F8	Represents shares of Common Stock owned by Associates VI-A.
F9	Represents shares of Common Stock of the Issuer acquired by Associates VI-B pursuant to the automatic conversion of shares of Series A Preferred 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.
F10	Represents shares of Common Stock owned by Associates VI-B.
F11	Represents shares of Common Stock purchased by Green LTF.
F12	The securities reported on this row are held by Green LTF.
F13	The securities reported on this row are held by Associates VI-A.
F14	The securities reported on this row are 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.