0001209191-21-059990.txt : 20211007 0001209191-21-059990.hdr.sgml : 20211007 20211007192113 ACCESSION NUMBER: 0001209191-21-059990 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211007 FILED AS OF DATE: 20211007 DATE AS OF CHANGE: 20211007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leonard Green & Partners, L.P. CENTRAL INDEX KEY: 0001175523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313458 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 213-229-7512 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: LEONARD GREEN PARTNERS LP DATE OF NAME CHANGE: 20020613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP MANAGEMENT INC CENTRAL INDEX KEY: 0001175525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313457 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors VI, L.P. CENTRAL INDEX KEY: 0001531051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313464 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors Side VI, L.P. CENTRAL INDEX KEY: 0001531059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313463 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Associates VI-A LLC CENTRAL INDEX KEY: 0001568921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313462 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310.954.0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green LTF Holdings II LP CENTRAL INDEX KEY: 0001886438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313465 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD. STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109540444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD. STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEI Capital VI, LLC CENTRAL INDEX KEY: 0001632071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313460 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green VI Holdings, LLC CENTRAL INDEX KEY: 0001632074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313459 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERIDOT COINVEST MANAGER LLC CENTRAL INDEX KEY: 0001632725 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313456 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Associates VI-B LLC CENTRAL INDEX KEY: 0001568923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 211313461 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310.954.0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Life Time Group Holdings, Inc. CENTRAL INDEX KEY: 0001869198 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 473481985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2902 CORPORATE PLACE CITY: CHANHASSEN STATE: MN ZIP: 55317 BUSINESS PHONE: (952) 947-0000 MAIL ADDRESS: STREET 1: 2902 CORPORATE PLACE CITY: CHANHASSEN STATE: MN ZIP: 55317 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-07 0 0001869198 Life Time Group Holdings, Inc. LTH 0001886438 Green LTF Holdings II LP 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001531051 Green Equity Investors VI, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001531059 Green Equity Investors Side VI, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001568921 LGP Associates VI-A LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001568923 LGP Associates VI-B LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632071 GEI Capital VI, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632074 Green VI Holdings, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175523 Leonard Green & Partners, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175525 LGP MANAGEMENT INC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632725 PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 Common Stock 50473500 D Common Stock 93604 D Common Stock 932896 D Series A Preferred Stock 0.00 Common Stock 2197020 D Series A Preferred Stock 0.00 Common Stock 4074 D Series A Preferred Stock 0.00 Common Stock 40606 D Represents shares of Common Stock of the Issuer owned by Green LTF Holdings II LP ("Green LTF"). Green Equity Investors VI, L.P. ("GEI VI") and Green Equity Investors Side VI, L.P. ("GEI Side VI") are limited partners of Green LTF. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Peridot Coinvest Manager LLC ("Peridot") is the general partner of Green LTF and the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"). Each of Green LTF, Associates VI-A, Associates VI-B, GEI VI, GEI Side VI, Holdings, Capital, LGP, LGPM, and Peridot directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the securities held by Green LTF, Associates VI-A and Associates VI-B (together, the "Investors") and, therefore, a "ten percent holder" hereunder. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose. Represents shares of Common Stock owned by Associates VI-A. Represents shares of Common Stock owned by Associates VI-B. Represents shares of Series A Preferred Stock of the Issuer owned by Green LTF. Each share of Series A Preferred Stock will automatically convert 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. The Series A Preferred Stock has no expiration date. Represents shares of Series A Preferred Stock of the Issuer owned by Associates VI-A. Each share of Series A Preferred Stock will automatically convert 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. The Series A Preferred Stock has no expiration date. Represents shares of Series A Preferred Stock of the Issuer owned by Associates VI-B. Each share of Series A Preferred Stock will automatically convert 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. The Series A Preferred Stock has no expiration date. Messrs. John Danhakl and J. Kristofer Galashan are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Danhakl and Galashan may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. /s/ Andrew C. Goldberg, Attorney-in-fact 2021-10-07 EX-24 2 attachment1.htm EX-24 DOCUMENT

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Cody L. Franklin, Andrew C. Goldberg, and Lance J.T. Schumacher signing
singly and not jointly, his true and lawful attorney in fact to:

(1) execute for and on behalf of the undersigned, in his capacity as an officer,
director or ten percent stockholder of Life Time Group Holdings, Inc. (the
"Issuer"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4, or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.

The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Issuer assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to his
holdings of and transactions in securities issued by the Issuer, unless earlier
revoked by him in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 7th
day of October, 2021.

Green LTF Holdings II LP
By: Peridot Coinvest Manager LLC, its general partner

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

LGP Associates VI-A LLC
By: Peridot Coinvest Manager LLC, its manager

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

LGP Associates VI-B LLC
By: Peridot Coinvest Manager LLC, its manager

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

Green Equity Investors VI, L.P.
By: GEI Capital VI, LLC, its general partner

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

Green Equity Investors Side VI, L.P.
By: GEI Capital VI, LLC, its general partner

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

GEI Capital VI, LLC

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

Green VI Holdings, LLC
By: LGP Management, its manager

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

Leonard Green & Partners, L.P.
By: LGP Management, Inc., its general partner

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

LGP Management, Inc.

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

Peridot Coinvest Manager LLC

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary