| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Life Time Group Holdings, Inc. [ LTH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/12/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 10/13/2021 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/12/2021 | C | 301,571 | A | (1) | 6,301,571(4) | I | See footnote(3) | ||
| Common Stock | 10/12/2021 | P | 277,777 | A | $18 | 6,579,348(5) | I | See footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (1) | 10/12/2021 | C | 244,856(2) | (1) | (1) | Common Stock | 301,571 | (1) | 0 | I | See footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Life Time Group Holdings, Inc.'s (the "Issuer") Series A Preferred Stock (the "Series A Preferred Stock") automatically converted into shares of the Issuer's common stock (the "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 had no expiration date. |
| 2. Partners Group Private Equity (Master Fund), LLC ("PG Master Fund") directly held 140,583 shares of Series A Preferred Stock, Partners Group Private Equity II, LLC ("PG PE II") directly held 3,218 shares of Series A Preferred Stock and Partners Group Access 83 PF LP ("PG Access 83") directly held 101,055 shares of Series A Preferred Stock. |
| 3. The investment manager of PG Master Fund is Partners Group (USA) Inc. ("PG USA"). PG USA, PG PE II, PG Access 83 and Partners Group Series Access II, LLC, Series 61 ("PG Series 61") are indirectly controlled by Partners Group Holding AG ("Partners Group"). Each of PG Master Fund, PG PE II, PG Access 83 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. |
| 4. 3,305,146 of such shares of Common Stock are directly held by PG Master Fund, 3,963 of such shares are directly held by PG PE II, 124,462 of such shares are directly held by PG Access 83 and 2,868,000 of such shares are directly held by PG Series 61. |
| 5. 3,464,630 of such shares of Common Stock are directly held by PG Master Fund, 7,614 of such shares are directly held by PG PE II, 239,104 of such shares are directly held by PG Access 83 and 2,868,000 of such shares are directly held by PG Series 61. |
| Remarks: |
| This Amendment to the Form 4 filed on October 13, 2021 is being filed to add Partners Group Series Access II, LLC and Partners Group Access 83 PF LP as Reporting Owners, but does not reflect any change in the Reporting Persons' ownership as reported in the original filing. The Reporting Persons may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being parties to the Life Time Group Holdings, Inc. Third Amended and Restated Stockholders Agreement (the "Stockholders Agreement"). Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such Reporting Person. This report shall not be deemed an admission that the Reporting Persons are members of a group or the beneficial owners of any securities not directly owned by the Reporting Persons. The Reporting Persons disclaim beneficial ownership of any such securities except to the extent of their pecuniary interest, if any, therein. Pursuant to the Stockholders Agreement, Mr. Andres Small, an employee of an affiliate of the Reporting Persons, serves on the Issuer's board of directors as the Reporting Persons' representative. |
| By: /s/ Andres Small, Authorized Signatory of Partners Group (USA) Inc., investment manager of Partners Group Private Equity (Master Fund), LLC | 10/22/2021 | |
| By: /s/ Jordi Goodman, Director of Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC | 10/22/2021 | |
| By: /s/ Jordi Goodman, Director of Partners Group US Management II LLC, manager of Partners Group Series Access II, LLC | 10/22/2021 | |
| By: /s/ Laine Shorto, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP | 10/22/2021 | |
| ** 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. | ||
