Life Time (LTH) Form 3/A Initial statement of insider ownership (amended)

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Partners Group Private Equity (Master Fund), LLC

(Last) (First) (Middle)

C/O PARTNERS GROUP (USA) INC.

1114 AVENUE OF THE AMERICAS, 37TH FLOOR

(Street)

NEW YORK NY 10036

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% Owner Group

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/07/2021

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.

1114 AVENUE OF THE AMERICAS, 37TH FLOOR

(Street)

NEW YORK NY 10036

(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.

1114 AVENUE OF THE AMERICAS, 37TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Partners Group Series Access II, LLC

(Last) (First) (Middle)

C/O PARTNERS GROUP (USA) INC.

1114 AVENUE OF THE AMERICAS, 37TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Partners Group Access 83 PF LP

(Last) (First) (Middle)

C/O PARTNERS GROUP (USA) INC.

1114 AVENUE OF THE AMERICAS, 37TH FLOOR

(Street)

NEW YORK NY 10036

(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"). The investment manager of PG Master Fund is Partners Group (USA) Inc. ("PG USA"). PG USA and PG Series 61 are subsidiaries of 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:

This Amendment to the Form 3 filed on October 7, 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 5 (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.