Town Sports International (CLUBQ) Form 4 TOWN SPORTS INTERNATIONAL / Darren Richman 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

KENNEDY LEWIS MANAGEMENT LP

(Last) (First) (Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUBQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021

4. 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 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
Common Stock	09/17/2021		S		31,041,265	D	(1)	0	I	By Fitness TSI Fund II LLC(2)(4)(5)(6)
Common Stock	09/17/2021		S		14,694,218	D	(1)	0	I	By Fitness TSI, LLC(3)(4)(5)(6)

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

1. Name and Address of Reporting Person^*

KENNEDY LEWIS MANAGEMENT LP

(Last) (First) (Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KLM GP LLC

(Last) (First) (Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KENNEDY LEWIS INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Richman Darren

(Last) (First) (Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHENE DAVID

(Last) (First) (Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FITNESS TSI FUND II LLC

(Last) (First) (Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FITNESS TSI, LLC

(Last) (First) (Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK NY 10120

(City) (State) (Zip)

Explanation of Responses:

1. On September 17, 2021, pursuant to the Forbearance and Payment Agreement (the "Forbearance and Payment Agreement"), dated September 17, 2021, among Town Sports International Holdings, Inc. (the "Issuer"), TSI-Lucille Real Estate, LLC, a wholly owned subsidiary of the Issuer, each of the Loan Parties (as defined in the Forbearance and Payment Agreement), Alter Domus (US) LLC, as administrative agent, the Lenders (as defined in the Forbearance and Payment Agreement) and certain other parties signatory to the Forbearance and Payment Agreement, each of Fitness TSI Fund II LLC ("TSI II") and Fitness TSI, LLC ("TSI", and together with TSI II, the "Funds"), in consideration of the agreements set forth in the Forbearance and Payment Agreement, sold all of the shares of common stock of the Issuer held by them to the Issuer for $1.00 in the aggregate.

2. These shares of common stock of the Issuer were held for the account of TSI II, a private investment fund for which Kennedy Lewis Management LP (the "Adviser") serves as investment manager.

3. These shares of common stock of the Issuer were held for the account of TSI, a private investment fund for which the Adviser serves as investment manager.

4. The Adviser may have been deemed to beneficially own the shares of common stock of the Issuer that were held by the Funds because the Adviser had been delegated voting and investment power over such shares. KLM GP LLC ("KLM") may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer that were held by the Funds as the general partner of the Adviser.

5. [continued from Footnote 4] In addition, Kennedy Lewis Investment Management LLC ("Kennedy Lewis Management") may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer that were held by the Funds as the owner and control person of KLM. Further, Darren Richman and David Chene may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer held by the Funds as the managing members and control persons of Kennedy Lewis Management.

6. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman and Mr. Chene disclaims beneficial ownership of the securities of the Issuer that were held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman or Mr. Chene was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

	KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer	09/21/2021
	KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer	09/21/2021
	KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer	09/21/2021
	DARREN RICHMAN, Name: /s/ Darren Richman	09/21/2021
	DAVID CHENE, Name: /s/ David Chene	09/21/2021
	FITNESS TSI FUND II, LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer	09/21/2021
	FITNESS TSI, LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer	09/21/2021
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.