Private Investments Fund I JSS Form 4/A Life Time / Private Investments Fund I JSS 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^*

JSS LTF HOLDINGS LTD

(Last) (First) (Middle)

MARCY BUILDING, PURCELL ESTATE

P.O. BOX 2416

(Street)

ROAD TOWN, TORTOLA D8 VG1110

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

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/14/2021

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 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	10/12/2021		C		150,787	A	(1)	3,150,787	D(2)(3)
Common Stock	10/12/2021		P		227,777	A	$18	3,378,564	D(2)(3)

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
Series A Preferred Stock	(1)	10/12/2021		C			122,429	(1)	(1)	Common Stock	150,787	(1)	0	D(2)(3)

1. Name and Address of Reporting Person^*

JSS LTF HOLDINGS LTD

(Last) (First) (Middle)

MARCY BUILDING, PURCELL ESTATE

P.O. BOX 2416

(Street)

ROAD TOWN, TORTOLA D8 VG1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Colwood Investment Holding Inc.

(Last) (First) (Middle)

AVENIDA SAMUEL LEWIS Y CALLE 54

EDIFICIO AFRA

(Street)

PANAMA R1 NA

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JSS Private Investments Fund I

(Last) (First) (Middle)

17-21, BOULEVARD JOSEPH II

(Street)

LUXEMBOURG N4 L-1840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JSS Private Equity Investments Fund GP S.a r.l.

(Last) (First) (Middle)

17-21, BOULEVARD JOSEPH II

(Street)

LUXEMBOURG N4 L-1840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J. Safra Sarasin Fund Management (Luxembourg) S.A.

(Last) (First) (Middle)

17-21, BOULEVARD JOSEPH II

(Street)

LUXEMBOURG N4 L-1840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J. Safra Sarasin Asset Management (Europe) Ltd

(Last) (First) (Middle)

47 BERKELEY SQUARE

(Street)

LONDON X0 W1J 5AU

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J. Safra Sarasin Holding AG

(Last) (First) (Middle)

WALLSTRASSE 1

(Street)

BASEL V8 4051

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J. Safra Holdings International (Luxembourg) S.A.

(Last) (First) (Middle)

17-21, BOULEVARD JOSEPH II

(Street)

LUXEMBOURG N4 L-1840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J. Safra Holdings Luxembourg S.a r.l.

(Last) (First) (Middle)

17-21, BOULEVARD JOSEPH II

(Street)

LUXEMBOURG N4 L-1840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JS International Holdings Ltd

(Last) (First) (Middle)

LYFORD FINANCIAL CENTRE

BUILDING 2, WESTERN ROAD CB-10988

(Street)

LYFORD CAY, NEW PROVIDENCE C5 NA

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering in accordance with the Certificate of Designations pertaining to the Series A preferred stock.

2. Each of Colwood Investment Holding Inc. (as sole director of the Reporting Person), JSS Private Investments Fund I (as stockholder of the Reporting Person), JSS Private Equity Investments Fund GP S.a.r.l. (as general partner of JSS Private Investments Fund I), J. Safra Sarasin Fund Management (Luxembourg) S.A. and J. Safra Sarasin Asset Management (Europe) Limited (as investment manager and sub-manager, respectively, of JSS Private Investments Fund I), J. Safra Sarasin Holding AG (as stockholder of JSS Private Equity Investments Fund GP S.a.r.l.), J. Safra Holdings International (Luxembourg) S.A. (as stockholder of J. Safra Sarasin Holding AG),

3. J. Safra Holdings Luxembourg S.a.r.l. (as stockholder of J. Safra Holdings International (Luxembourg) S.A.) and JS International Holdings Limited (as stockholder of J. Safra Holdings Luxembourg S.a.r.l.) (collectively, "Other Reporting Persons") may be deemed to share beneficial ownership of the shares of common stock and Series A preferred stock held by the Reporting Person within the meaning of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Remarks:

Each of the the Reporting Person and Other Reporting Persons, and each of their respective directors, officers, partners, stockholders, members and managers, expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 4 should not be deemed an admission that any such person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act or for any other purpose. This filing amends the original solely to add signature blocks for the Other Reporting Persons.

	JSS LTF HOLDINGS LTD By: /s/ Daniel Wainberg Daniel Wainberg Authorized Person By: /s/ Jose Bouzas Jose Bouzas Authorized Person	12/17/2021
	Colwood Investment Holding Inc. By: /s/ Jose Bouzas Jose Bouzas Director /s/ Israel Borba Israel Borba Director	12/17/2021
	JSS Private Investments Fund I By: JSS Private Equity Investments Fund GP S.a.r.l, as its managing general partner By: /s/ Ronnie Neefs Ronnie Neefs Director /s/ Robert Hamidou Robert Hamidou Authorized Signatory	12/17/2021
	JSS Private Equity Investments Fund GP S.a.r.l By: /s/ Ronnie Neefs Ronnie Neefs Director /s/ Robert Hamidou Robert Hamidou Authorized Signatory	12/17/2021
	J. Safra Sarasin Fund Management (Luxembourg) S.A. By: /s/Ronnie Neefs Ronnie Neefs Conducting Officer /s/Robert Hamidou Robert Hamidou Authorized Signatory	12/17/2021
	J. Safra Sarasin Asset Management (Europe) Limited By: /s/ Abigail Carroll Abigail Carroll Director /s/ Adam Chaplin Adam Chaplin Chief Operating Officer	12/17/2021
	J. Safra Sarasin Holding AG By: /s/ Stephane Astruc Stephane Astruc Authorized Signatory /s/ Salomon Sebban Salomon Sebban Authorized Signatory	12/17/2021
	J. Safra Holdings International (Luxembourg) S.A. By: /s/ Gonzalo Pintos Gonzalo Pintos Director /s/ Pascoal Bruno Pascoal Bruno Director	12/17/2021
	J. Safra Holdings Luxembourg S.a.r.l. By: /s/ Gonzalo Pintos Gonzalo Pintos Manager /s/ Pascoal Bruno Pascoal Bruno Manager	12/17/2021
	JS International Holdings Limited By: /s/ Jose Bouzas Jose Bouzas Director /s/ Israel Borba Israel Borba Director	12/17/2021
	** 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).
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