| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LTH | Common Stock | Conversion of derivative security | +2.5M | +6.64% | 40.2M | Oct 12, 2021 | See Explanation of Responses | F1, F2, F3, F4, F6, F7 | ||
| transaction | LTH | Common Stock | Purchase | $51.6M | +2.87M | +7.13% | $18.00 | 43.1M | Oct 12, 2021 | See Explanation of Responses | F1, F2, F3, F5, F6, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LTH | Series A Convertible Participating Preferred Stock | Conversion of derivative security | -2.03M | -100% | 0 | Oct 12, 2021 | Common Stock | 2.5M | See Explanation of Responses | F1, F2, F3, F4, F6, F7 |
| Id | Content |
|---|---|
| F1 | David Bonderman and James G. Coulter are controlling shareholders of each of (i) TPG Advisors VII, Inc. ("TPG Advisors VII") and (ii) TPG Group Holdings (SBS) Advisors, Inc. ("TPG Group Holdings" and, together with Messrs. Bonderman and Coulter and TPG Advisors VII, the "Reporting Persons"). TPG Advisors VII is the general partner of TPG VII Magni Co-Invest, L.P., which directly holds 5,169,207 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Life Time Group Holdings, Inc. (the "Issuer"). |
| F2 | TPG Group Holdings is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of each of (i) TPG VII Magni GenPar Advisors, LLC and (ii) TPG Lonestar GenPar I Advisors, LLC. TPG VII Magni GenPar Advisors, LLC is the general partner of TPG VII Magni GenPar, L.P., which is the general partner of TPG VII Magni SPV, L.P., which directly holds 37,639,159 shares of Common Stock. |
| F3 | TPG Lonestar GenPar I Advisors, LLC is the general partner of TPG Lonestar GenPar I, L.P., which is the general partner of TPG Lonestar I, L.P. (together with TPG VII Magni Co-Invest, L.P. and TPG VII Magni SPV, L.P., the "TPG Funds"), which directly holds 261,364 shares of Common Stock. |
| F4 | Pursuant to the Certificate of Designation (the "Certificate of Designation") of the Issuer pertaining to the shares of Series A Convertible Participating Preferred Stock, par value $0.01 per share ("Series A Preferred Shares"), of the Issuer, the Series A Preferred Shares held by the TPG Funds automatically converted into 2,503,065 shares of Common Stock upon the consummation of the Issuer's initial public offering on October 12, 2021. Pursuant to the Certificate of Designation, the Series A Preferred Shares had been convertible upon certain events, with the number of shares of Common Stock into which each Series A Preferred Share was convertible determined as set forth in the Certificate of Designation. |
| F5 | On October 12, 2021, in connection with the Issuer's initial public offering, the TPG Funds acquired an aggregate of 2,866,666 shares of Common Stock at a price of $18.00 per share. |
| F6 | Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. |
| F7 | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.