Partners Group Private Equity Form 3 Initial statement of insider ownership

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^*

Partners Group Private Equity (Master Fund), LLC

(Last) (First) (Middle)

C/O PARTNERS GROUP (USA) INC.

1200 ENTREPRENURIAL DRIVE

(Street)

BROOMFIELD CO 80021

(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	6,000,000	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	301,571	(2)	I	See footnote(3)

1. Name and Address of Reporting Person^*

Partners Group Private Equity (Master Fund), LLC

(Last) (First) (Middle)

C/O PARTNERS GROUP (USA) INC.

1200 ENTREPRENURIAL DRIVE

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Partners Group Private Equity II, LLC

(Last) (First) (Middle)

C/O PARTNERS GROUP (USA) INC.

1200 ENTREPRENURIAL DRIVE

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

Explanation of Responses:

1. 3,132,000 of such shares of Life Time Group Holdings, Inc.'s (the "Issuer") common stock (the "Common Stock") are directly held by Partners Group Private Equity (Master Fund), LLC ("PG Master Fund") and 2,868,000 of such shares are directly held by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"). PG Master Fund and PG Series 61 are indirectly controlled by Partners Group Holding AG ("Partners Group"). Each of PG Master Fund and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.

2. Each share of Series A Preferred Stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, in accordance with the Certificate of Designations of the Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

3. PG Master Fund directly holds 140,583 shares of the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), Partners Group Private Equity II, LLC ("PG PE II") directly holds 3,218 shares of Series A Preferred Stock and Partners Group Access 83 PF LP ("PG Access 83") directly holds 101,055 shares of Series A Preferred Stock. PG PE II and PG Access 83 are indirectly controlled by Partners Group. Each of PG Master Fund, PG PE II and PG Access 83 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.

Remarks:

	By: /s/ Justin Rindos, Chief Financial Officer, Partners Group Private Equity (Master Fund), LLC	10/07/2021
	By: /s/ Justin Rindos, Authorized Signatory of the advisor to Partners Group Private Equity II, LLC	10/07/2021
	** Signature of Reporting Person	Date
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