June 21, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Justin Dobbie and Donald E. Field
| Re: | Planet Fitness, Inc. (the “Company”) |
Registration Statement on Form S-1 (File No. 333-211698)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of Planet Fitness, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on June 22, 2016, or as soon as possible thereafter.
In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the prospective underwriters have confirmed that they are complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
The following information with respect to the distribution of the Preliminary Prospectus dated June 21, 2016 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.
The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, dated June 21, 2016, through the date hereof:
Preliminary Prospectus, dated June 21, 2016:
1,750 copies were distributed to prospective underwriters, institutional investors, dealers and others.
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Very truly,
J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED JEFFERIES LLC GUGGENHEIM SECURITIES, LLC |
As Representatives of the Several Underwriters |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Jason Fournier | |
Name: Title: | Jason Fournier Managing Director | |
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Michael Liloia | |
Name: Title: | Michael Liloia Vice-President | |
| JEFFERIES LLC | ||
| By: | /s/ Ashley Delp Walker | |
Name: Title: | Ashley Delp Walker Managing Director | |
| GUGGENHEIM SECURITIES, LLC | ||
| By: | /s/ Adam Rifkin | |
Name: Title: | Adam Rifkin Senior Managing Director | |
[Signature Page to Underwriters’ Acceleration Request Letter]
