August 5, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Attention: | John Dana Brown | |
| Sonia Bednarowski | ||
| Beverly Singleton | ||
| Lyn Shenk | ||
| Re: | Planet Fitness, Inc. | |
| Registration Statement on Form S-1, filed July 27, 2015 | ||
| File No. 333-205141 | ||
Ladies and Gentlemen:
On behalf of Planet Fitness, Inc. (the “Company”), we submit via EDGAR for review by the Securities and Exchange Commission (the “SEC”) the accompanying Amendment No. 3 to the Company’s above-referenced Registration Statement on Form S-1 (the “Registration Statement”) (including certain exhibits). Amendment No. 3 to the Registration Statement reflects the Company’s response to the oral comment received from the staff of the SEC (the “Staff”) on August 4, 2015. For your convenience, the Company is supplementally providing to the Staff a typeset copy of the Registration Statement marked to indicate the changes from the Registration Statement that was filed on July 27, 2015.
Oral Comments Received on August 4, 2015
In response to the Staff’s oral comment regarding the sentence on page 155 of the “Principal and selling stockholders” section related to the inclusion of shares of the Company’s Class A common stock purchased by its directors, officers and other affiliates through the directed share program in the beneficial ownership table, the Company has revised the disclosure in Amendment No. 3 to remove this language.
Securities and Exchange Commission
Division of Corporation Finance
August 5, 2015
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call the undersigned at (617) 951-7473 or Maegan Deare of our offices at (617) 951-7728.
| Very truly yours, |
| /s/ David A. Fine |
| David A. Fine |
| cc: | Chris Rondeau (Planet Fitness, Inc.) |
| Dorvin Lively (Planet Fitness, Inc.) |
| D. Rhett Brandon (Simpson Thacher & Bartlett LLP) |
| John C. Ericson (Simpson Thacher & Bartlett LLP) |
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