Underwriters Acceleration Request

0001193125-15-274540.txt : 20150914 0001193125-15-274540.hdr.sgml : 20150914 20150803135134 ACCESSION NUMBER: 0001193125-15-274540 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Planet Fitness, Inc. CENTRAL INDEX KEY: 0001637207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: MA ZIP: 03801 BUSINESS PHONE: 603-750-0001 MAIL ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: MA ZIP: 03801 CORRESP 1 filename1.htm Underwriters Acceleration Request

August 3, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

Planet Fitness Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-205141)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of Planet Fitness, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on August 5, 2015, or as soon as possible thereafter.

In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the prospective underwriters have confirmed that they are complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The following information with respect to the distribution of the Preliminary Prospectus dated July 27, 2015 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.

The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, dated July 27, 2015, through the date hereof:

Preliminary Prospectus, dated July 27, 2015:

4,169 copies were distributed to prospective underwriters, institutional investors, dealers and others.

[signature page follows]


Very truly, J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED JEFFERIES LLC CREDIT SUISSE SECURITIES (USA) LLC As Representatives of the Several Underwriters J.P. MORGAN SECURITIES LLC

By:		/s/ Jason Fournier
		Name: Jason Fournier Title: Managing Director


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:		/s/ Michael Liloia
		Name: Michael Liloia Title: Vice-President


JEFFERIES LLC

By:		/s/ Michael A. Bauer
		Name: Michael A. Bauer Title: Managing Director


CREDIT SUISSE SECURITIES (USA) LLC

By:		/s/ Aaron Weisbrod
		Name: Aaron Weisbrod Title: Managing Director

[Signature Page—Underwriters’ Acceleration Request]