Dorvin D Lively Form 4 Planet Fitness / DORVIN D LIVELY ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIVELY DORVIN D

(Last) (First) (Middle)

C/O PLANET FITNESS, INC.

4 LIBERTY LANE WEST

(Street)

HAMPTON NH 03842

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc. [ PLNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2017

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/08/2017		C(1)		38,674(1)	A	$0.00	38,674	D
Class A Common Stock	12/08/2017		S(1)		38,674(1)	D	$32.2879(2)	0.00	D
Class A Common Stock	12/11/2017		C(3)		105,883(3)	A	$0.00	105,883	D
Class A Common Stock	12/11/2017		S(3)		105,883(3)	D	$31.6183(4)	0.00	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Holding Units and Class B common stock	(1)(5)	12/08/2017		C			38,674(1)	(5)	(5)	Class A common stock	38,674(1)	$0.00	1,166,339(5)	D
Holding Units and Class B common stock	(3)(5)	12/11/2017		C			105,883(3)	(5)	(5)	Class A common stock	105,883(3)	$0.00	1,060,456(5)	D

Explanation of Responses:

1. On December 8, 2017, Dorvin Lively exchanged 38,674 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 38,674 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 38,674 shares of Class A common stock of the Company, and substantially simultaneously sold all 38,674 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively held 1,166,339 Holding Units and 1,166,339 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 $32.13 to $32.52, 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 11, 2017, Dorvin Lively exchanged 105,883 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 105,883 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 105,883 shares of Class A common stock of the Company, and substantially simultaneously sold all 105,883 shares of Class A common stock of the Company on the open market. Following the sale, Mr. Lively holds 1,060,456 Holding Units and 1,060,456 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 $31.37 to $32.21, 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.

	/s/ Justin Vartanian, Attorney-in-Fact	12/12/2017
	** Signature of Reporting Person	Date
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