TPG GP A, LLC - 06 Jun 2025 Form 4 Insider Report for Life Time Group Holdings, Inc. (LTH)

Reporting relationship: Former 10% Owner
Issuer ticker: LTH
Reported as of: 06 Jun 2025
Net transaction value: -$245,159,001
SEC form: 4
Accepted by SEC: 10 Jun 2025, 16:15:08 UTC
Prior SEC filing: 05 Mar 2025
Next SEC filing: 01 Jul 2025
Source filing: View source filing
Reporting owner signature: /s/ Martin Davidson, Chief Accounting Officer, TPG GP A, LLC (7)

Key filing fact

TPG GP A, LLC filed Form 4 for Life Time Group Holdings, Inc. (LTH) on 10 Jun 2025.

Key facts

This page summarizes TPG GP A, LLC's Form 4 filing for Life Time Group Holdings, Inc. (LTH).
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 10 Jun 2025, 16:15.

Change

Previous filing in this sequence was filed on 05 Mar 2025.
Current net transaction value: -$245,159,001.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (3)

CIK 0001903793 Primary reporting owner

TPG GP A, LLC

Relationship: Former 10% Owner
Address: C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH
Signature: /s/ Martin Davidson, Chief Accounting Officer, TPG GP A, LLC (7)
Signature date: 10 Jun 2025

CIK 0001099776

COULTER JAMES G

Relationship: Former 10% Owner
Address: C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH
Signature: /s/ Gerald Neugebauer on behalf of James G. Coulter (7)(8)
Signature date: 10 Jun 2025

CIK 0001366946

WINKELRIED JON

Relationship: Former 10% Owner
Address: C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH
Signature: /s/ Gerald Neugebauer on behalf of Jon Winkelried (7)(8)
Signature date: 10 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

LTH transaction

Class A Common Stock

Sale

Transaction value: $245,159,001
Shares: -8,344,418
Change %: -28%
Price: $29.38
Shares after: 21,404,488
Date: 06 Jun 2025
Ownership: See Explanation of Responses
Footnotes: F1, F2, F3, F4, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

TPG GP A, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.

Footnote F2

TPG Inc. is the managing member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of each of (i) TPG Holdings III-A, LLC and (ii) TPG Holdings I-A, LLC.

Footnote F3

TPG Holdings III-A, LLC is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is the sole member of each of (i) TPG VII Magni GenPar Advisors, LLC, which 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 18,705,641 shares of common stock ("Common Stock") of Life Time Group Holdings, Inc. (the "Issuer"), and (ii) TPG Lonestar GenPar I Advisors, LLC, which is the general partner of TPG Lonestar GenPar I, L.P., which is the general partner of TPG Lonestar I, L.P., which directly holds 129,892 shares of Common Stock.

Footnote F4

TPG Holdings I-A, LLC is the general partner of TPG Operating Group I, L.P, which is the sole member of TPG GenPar VII Advisors, LLC, which is the general partner of TPG GenPar VII, L.P., which is the sole member of TPG VII SPV GP, LLC, which is the general partner of TPG VII Magni Co-Invest, L.P. (together with TPG VII Magni SPV, L.P. and TPG Lonestar I, L.P., the "TPG Funds"), which directly holds 2,568,955 shares of Common Stock.

Footnote F5

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.

Footnote F6

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.

SEC remarks

(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.