Life Time (LTH) Form 4 Life Time / Parham Javaheri 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

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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^*

Javaheri Parham

(Last) (First) (Middle)

C/O LIFE TIME GROUP HOLDINGS, INC.

2902 CORPORATE PLACE

(Street)

CHANHASSEN MN 55317

(City) (State) (Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP &PRESIDENT CLUB OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2025

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
Common Stock	02/28/2025		A		79,970	A	$0	356,789	D
Common Stock	02/28/2025		A		33,885(1)	A	$0	390,674	D
Common Stock	02/28/2025		F		45,002	D	$30.46	345,672(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

Explanation of Responses:

1. The reporting person was granted performance stock units, each of which represented a contingent right to receive one share of the Issuer's common stock, subject to meeting a performance condition for the fiscal 2024 performance period and further time-based vesting requirements. Based on actual performance, the performance condition was met and the shares will vest the later of (a) determination of the Issuer's performance for fiscal 2026 for the remaining performance stock units and (b) the first full trading date following the release of the Issuer's financial results for fiscal 2026.

2. The shares are subject to a lock-up agreement, effective as of 2/27/2025 (the "Lock-Up Date"), between the reporting person and J.P. Morgan Securities LLC and BofA Securities, Inc., pursuant to which such shares cannot be sold for 60 days following the Lock-Up Date, subject to certain exceptions.

	/s/ Stuart McFarland, Attorney-in-fact	03/03/2025
	** 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).
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