0001387131-22-000614.txt : 20220121 0001387131-22-000614.hdr.sgml : 20220121 20220121183225 ACCESSION NUMBER: 0001387131-22-000614 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220112 FILED AS OF DATE: 20220121 DATE AS OF CHANGE: 20220121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINKELRIED JON CENTRAL INDEX KEY: 0001366946 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 22547055 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: JON WINKELRIED DATE OF NAME CHANGE: 20060621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG GP A, LLC CENTRAL INDEX KEY: 0001903793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40887 FILM NUMBER: 22547056 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: (817) 871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 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 lth-form3_011222.xml FORM 3 - LIFE TIME GROUP HOLDINGS, INC. X0206 3 2022-01-12 0 0001869198 Life Time Group Holdings, Inc. LTH 0001903793 TPG GP A, LLC C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001366946 WINKELRIED JON C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 43069730 I See Explanation of Responses On January 12, 2022, in connection with TPG Inc.'s initial public offering, TPG Inc. engaged in certain transactions as part of a corporate reorganization. As a result of the reorganization, TPG GP A, LLC ("TPG GP A") replaced TPG Group Holdings (SBS) Advisors, Inc. as the managing member of TPG Group Holdings (SBS) Advisors, LLC and thus is replacing TPG Group Holdings (SBS) Advisors, Inc. as a Reporting Person for purposes of filings under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including as it relates to the shares of Common Stock ("Common Stock") of Life Time Group Holdings, Inc. TPG GP A is owned by entities owned by Messrs. David Bonderman, James G. Coulter and Jon Winkelried (together with TPG GP A, the "Reporting Persons"). Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to beneficially own the shares of Common Stock held by the TPG Funds (as defined below). Messrs. Bonderman and Coulter previously disclosed their beneficial ownership of shares of Common Stock on a Form 3 filed October 7, 2021. Mr. Winkelried does not directly own any shares of Common Stock. TPG GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the controlling shareholder of TPG GPCo, Inc., which (i) is the sole shareholder of TPG Holdings III-A, Inc., and (ii) exercises control over TPG VII Magni Co-Invest, L.P. ("TPG VII Magni Co-Invest"), which directly holds 5,169,207 shares of Common Stock. TPG Holdings III-A, Inc. is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is the sole member of each of (i) TPG VII Magni GenPar Advisors, LLC, and (ii) TPG Lonestar GenPar I Advisors, LLC. TPG VII Magni GenPar Advisors, LLC is the general partner of TPG VII Magni GenPar, L.P., which is the general partner of TPG VII Magni SPV, L.P., ("TPG VII Magni"), which directly holds 37,639,159 shares of Common Stock. TPG Lonestar GenPar I Advisors, LLC is the general partner of TPG Lonestar GenPar I, L.P., which is the general partner of TPG Lonestar I, L.P. ("TPG Lonestar" and, together with TPG VII Magni Co-Invest and TPG VII Magni, the "TPG Funds"), which directly holds 261,364 shares of Common Stock. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. 7. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 8. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission /s/ Bradford Berenson, General Counsel, TPG GP A, LLC (7) 2022-01-21 /s/ Gerald Neugebauer on behalf of Jon Winkelried (7)(8) 2022-01-21