Simon Property Form 3 Life Time / PROPERTY GROUP L P /DE/ SIMON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SIMON PROPERTY GROUP INC /DE/

(Last) (First) (Middle)

225 WASHINGTON STREET

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
Life Time Group Holdings, Inc. [ LTH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,000,000	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	(2)	Common Stock	99,014	(2)	I	See footnote(1)

1. Name and Address of Reporting Person^*

SIMON PROPERTY GROUP INC /DE/

(Last) (First) (Middle)

225 WASHINGTON STREET

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SIMON PROPERTY GROUP L P /DE/

(Last) (First) (Middle)

225 WASHINGTON STREET

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLT Investors, LLC

(Last) (First) (Middle)

225 WASHINGTON STREET

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Common Stock and Series A preferred stock are directly held by SLT Investors, LLC, a wholly-owned direct subsidiary of Simon Property Group, L.P. Simon Property Group, Inc. is the sole general partner of Simon Property Group, L.P.

2. The Reporting Persons hold 80,393 shares of Series A Preferred Stock. 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 Reporting Persons anticipate that their holdings of 80,393 shares of Series A preferred stock will convert into a total of 99,014 shares of common stock upon the closing of the Issuer's initial public offering. The Series A preferred stock has no expiration date.

	/s/ Steven E. Fivel, as Secretary and General Counsel of Simon Property Group, Inc.	10/07/2021
	/s/ Steven E. Fivel, as Secretary and General Counsel of Simon Property Group, Inc., the general partner of Simon Property Group, L.P.	10/07/2021
	/s/ Steven E. Fivel, as Secretary and General Counsel of SLT Investors, LLC	10/07/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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