Planet Fitness (PLNT) Form 4 Planet Fitness / Christopher Rondeau 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

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^*

Rondeau Christopher

(Last) (First) (Middle)

C/O PLANET FITNESS, INC.

4 LIBERTY LANE WEST

(Street)

HAMPTON NH 03842

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc. [ PLNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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
Class A common stock	11/15/2021		J(1)	V	85,000	A	$17.08	143,693(2)	D
Class A common stock	11/15/2021		J(1)	V	137,127	A	$21.01	280,820(2)	D
Class A common stock	11/15/2021		J(1)	V	31,409	A	$36.42	312,229(2)	D
Class A common stock	11/15/2021		J(1)	V	8,362	A	$70.44	320,591(2)	D
Class A common stock	11/15/2021		J(1)	V	25,941	D	$91.7891(3)	294,650(2)	D
Class A common stock	11/15/2021		J(1)	V	9,780	D	$92.5079(4)	284,870(2)	D
Class A common stock	11/15/2021		J(1)	V	4,050	D	$93.3867(5)	280,820(2)	D
Class A common stock	11/15/2021		J(1)	V	131,259	D	$91.8725(6)	149,561(2)	D
Class A common stock	11/15/2021		J(1)	V	86,868	D	$92.4168(7)	62,693(2)	D
Class A common stock	11/15/2021		J(1)	V	4,000	D	$93.3158(8)	58,693(2)	D

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
Stock Options (Right to buy)	$17.08	11/15/2021		J(1)	V		85,000	(9)	05/16/2026	Class A common stock	85,000	$0.00	85,000	D
Stock Options (Right to buy)	$21.01	11/15/2021		J(1)	V		137,127	(10)	05/04/2027	Class A common stock	137,127	$0.00	137,127	D
Stock Options (Right to buy)	$36.42	11/15/2021		J(1)	V		31,409	(11)	04/02/2028	Class A common stock	31,409	$0.00	52,350	D
Stock Options (Right to buy)	$70.44	11/15/2021		J(1)	V		8,362	(12)	04/09/2029	Class A common stock	8,362	$0.00	25,087	D

Explanation of Responses:

1. On November 15, 2021, in a transaction exempt from reporting under Section 16, Christopher Rondeau, at the direction of his ex-spouse and pursuant to a domestic relations order, exercised 261,898 stock options and substantially simultaneously sold all of the underlying Class A common stock in a cashless broker-assisted exercise. All proceeds from the sale were delivered directly to Mr. Rondeau's ex-spouse and Mr. Rondeau disclaims any beneficial ownership therein.

2. The amount of securities beneficially owned reflects prior transfers of shares to the Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 and to Christopher Rondeau's ex-spouse in transactions exempt from the reporting requirements of Section 16.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $91.30 to $92.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $92.30 to $93.265, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $93.31 to $93.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $91.28 to $92.275, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $92.28 to $93.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $93.28 to $93.36, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

9. The options vested in equal installments on each of May 16, 2017, 2018, 2019 and 2020.

10. The options vested in equal installments on each of May 4, 2018, 2019, 2020 and 2021.

11. The options vest in equal installments on each of April 2, 2019, 2020, 2021 and 2022.

12. The options vest in equal installments on each of April 9, 2020, 2021, 2022 and 2023.

Remarks:

Justin Vartanian is signing on behalf of Mr. Rondeau pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission.

	/s/ Justin Vartanian, Attorney-in-Fact	11/17/2021
	** 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.