0000899243-21-036796.txt : 20210921 0000899243-21-036796.hdr.sgml : 20210921 20210921171010 ACCESSION NUMBER: 0000899243-21-036796 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210917 FILED AS OF DATE: 20210921 DATE AS OF CHANGE: 20210921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY LEWIS MANAGEMENT LP CENTRAL INDEX KEY: 0001797633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36803 FILM NUMBER: 211267148 BUSINESS ADDRESS: STREET 1: 111 W. 33RD STREET, SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 W. 33RD STREET, SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Richman Darren CENTRAL INDEX KEY: 0001594474 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36803 FILM NUMBER: 211267145 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHENE DAVID CENTRAL INDEX KEY: 0001797237 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36803 FILM NUMBER: 211267144 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FITNESS TSI FUND II LLC CENTRAL INDEX KEY: 0001838877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36803 FILM NUMBER: 211267143 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY LEWIS INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001797634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36803 FILM NUMBER: 211267146 BUSINESS ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLM GP LLC CENTRAL INDEX KEY: 0001797767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36803 FILM NUMBER: 211267147 BUSINESS ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FITNESS TSI, LLC CENTRAL INDEX KEY: 0001838867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36803 FILM NUMBER: 211267142 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TOWN SPORTS INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001281774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 200640002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 US NORTH HIGHWAY 1 STREET 2: SUITE 201 CITY: JUPITER STATE: FL ZIP: 33477 BUSINESS PHONE: (212) 246-6700 MAIL ADDRESS: STREET 1: 399 EXECUTIVE BOULEVARD CITY: ELMSFORD STATE: NY ZIP: 10523 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-17 1 0001281774 TOWN SPORTS INTERNATIONAL HOLDINGS INC CLUBQ 0001797633 KENNEDY LEWIS MANAGEMENT LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 0 0 0 1 Former 10% Owner 0001797767 KLM GP LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 0 0 0 1 Former 10% Owner 0001797634 KENNEDY LEWIS INVESTMENT MANAGEMENT LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 0 0 0 1 Former 10% Owner 0001594474 Richman Darren 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 0 0 0 1 Former 10% Owner 0001797237 CHENE DAVID 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 0 0 0 1 Former 10% Owner 0001838877 FITNESS TSI FUND II LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 0 0 0 1 Former 10% Owner 0001838867 FITNESS TSI, LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 0 0 0 1 Former 10% Owner Common Stock 2021-09-17 4 S 0 31041265 D 0 I By Fitness TSI Fund II LLC Common Stock 2021-09-17 4 S 0 14694218 D 0 I By Fitness TSI, LLC On September 17, 2021, pursuant to the Forbearance and Payment Agreement (the "Forbearance and Payment Agreement"), dated September 17, 2021, among Town Sports International Holdings, Inc. (the "Issuer"), TSI-Lucille Real Estate, LLC, a wholly owned subsidiary of the Issuer, each of the Loan Parties (as defined in the Forbearance and Payment Agreement), Alter Domus (US) LLC, as administrative agent, the Lenders (as defined in the Forbearance and Payment Agreement) and certain other parties signatory to the Forbearance and Payment Agreement, each of Fitness TSI Fund II LLC ("TSI II") and Fitness TSI, LLC ("TSI", and together with TSI II, the "Funds"), in consideration of the agreements set forth in the Forbearance and Payment Agreement, sold all of the shares of common stock of the Issuer held by them to the Issuer for $1.00 in the aggregate. These shares of common stock of the Issuer were held for the account of TSI II, a private investment fund for which Kennedy Lewis Management LP (the "Adviser") serves as investment manager. These shares of common stock of the Issuer were held for the account of TSI, a private investment fund for which the Adviser serves as investment manager. The Adviser may have been deemed to beneficially own the shares of common stock of the Issuer that were held by the Funds because the Adviser had been delegated voting and investment power over such shares. KLM GP LLC ("KLM") may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer that were held by the Funds as the general partner of the Adviser. [continued from Footnote 4] In addition, Kennedy Lewis Investment Management LLC ("Kennedy Lewis Management") may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer that were held by the Funds as the owner and control person of KLM. Further, Darren Richman and David Chene may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer held by the Funds as the managing members and control persons of Kennedy Lewis Management. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman and Mr. Chene disclaims beneficial ownership of the securities of the Issuer that were held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman or Mr. Chene was the beneficial owner of such securities for purposes of Section 16 or any other purpose. KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2021-09-21 KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2021-09-21 KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2021-09-21 DARREN RICHMAN, Name: /s/ Darren Richman 2021-09-21 DAVID CHENE, Name: /s/ David Chene 2021-09-21 FITNESS TSI FUND II, LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2021-09-21 FITNESS TSI, LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2021-09-21 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1


                           Form 4 Joint Filer Information


Name:                                   KLM GP LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      09/17/2021


Name:                                   Kennedy Lewis Investment Management
                                        LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      09/17/2021


Name:                                   Darren Richman

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      09/17/2021


Name:                                   David Chene

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      09/17/2021


Name:                                   Fitness TSI Fund II, LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      09/17/2021


Name:                                   Fitness TSI, LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      09/17/2021