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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Holding Units and Class B common stock | (1) (5) | 12/12/2017 | C | 67,273 (1) | (5) | (5) | Class A common stock | 67,273 (1) | $ 0 | 993,183 (5) | D | ||||
Holding Units and Class B common stock | (3) (5) | 12/13/2017 | C | 38,170 (3) | (5) | (5) | Class A common stock | 38,170 (3) | $ 0 | 955,013 (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LIVELY DORVIN D C/O PLANET FITNESS, INC. 4 LIBERTY LANE WEST HAMPTON, NH 03842 |
President & CFO |
/s/ Justin Vartanian, Attorney-in-Fact | 12/14/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On December 12, 2017, Dorvin Lively exchanged 67,273 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 67,273 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 67,273 shares of Class A common stock of the Company, and substantially simultaneously sold all 67,273 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively held 993,183 Holding Units and 993,183 shares of Class B common stock of the Company. |
(2) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.10 to $31.55, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
(3) | On December 13, 2017, Dorvin Lively exchanged 38,170 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 38,170 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 38,170 shares of Class A common stock of the Company, and substantially simultaneously sold all 38,170 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively holds 955,013 Holding Units and 955,013 shares of Class B common stock of the Company. |
(4) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.64 to $32.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
(5) | Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, as amended, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock, the holders thereof may exchange all or a portion of their Holding Units along with an equal number of shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one Holding Unit and one share of Class B common stock together exchangeable for one share of Class A common stock). The holders thereof are not required to pay an exercise price in connection with any such exchange. The Holding Units do not expire. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. |
Remarks: Mr. Lively is President and Chief Financial Officer of the Company. |