0001562180-19-001892.txt : 20190313 0001562180-19-001892.hdr.sgml : 20190313 20190313171419 ACCESSION NUMBER: 0001562180-19-001892 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190311 FILED AS OF DATE: 20190313 DATE AS OF CHANGE: 20190313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rondeau Christopher CENTRAL INDEX KEY: 0001649552 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37534 FILM NUMBER: 19678944 MAIL ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: NH ZIP: 03801 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: NH ZIP: 03801 BUSINESS PHONE: 603-750-0001 MAIL ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: NH ZIP: 03801 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2019-03-11 false 0001637207 Planet Fitness, Inc. PLNT 0001649552 Rondeau Christopher C/O PLANET FITNESS, INC. 4 LIBERTY LANE WEST HAMPTON NH 03842 true true false false Chief Executive Officer Class A common stock 2019-03-11 4 C false 70000.00 0.00 A 70000.00 I By Trust Class A common stock 2019-03-11 4 S false 70000.00 65.2505 D 0.00 I By Trust Class A common stock 2019-03-11 4 C false 30000.00 0.00 A 30000.00 I By Trust Class A common stock 2019-03-11 4 S false 30000.00 65.2505 D 0.00 I By Trust Class A common stock 2019-03-12 4 C false 70000.00 0.00 A 70000.00 I By Trust Class A common stock 2019-03-12 4 S false 70000.00 66.4754 D 0.00 I By Trust Class A common stock 2019-03-12 4 C false 30000.00 0.00 A 30000.00 I By Trust Class A common stock 2019-03-12 4 S false 30000.00 66.4754 D 0.00 I By Trust Holding Units and Class B common stock 2019-03-11 4 C false 70000.00 0.00 D Class A common stock 700000.00 3345147.00 I By Trust Holding Units and Class B common stock 2019-03-11 4 C false 30000.00 0.00 D Class A common stock 30000.00 1143163.00 I By Trust Holding Units and Class B common stock 2019-03-12 4 C false 70000.00 0.00 D Class A common stock 70000.00 3275147.00 I By Trust Holding Units and Class B common stock 2019-03-12 4 C false 30000.00 0.00 D Class A common stock 30000.00 1113163.00 I By Trust This transaction was effected pursuant to a Rule 10b5-1 trading plan. Following the transactions described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 holds 3,345,147 Holdings Units and corresponding shares of Class B common stock. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.00 to $65.645, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. Following the transactions described herein, The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 holds 1,143,163 Holdings Units and corresponding shares of Class B common stock. Mr. Rondeau disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Following the transactions described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 holds 3,275,147 Holdings Units and corresponding shares of Class B common stock. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.80 to $66.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. Following the transactions described herein, The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 holds 1,113,163 Holdings Units and corresponding shares of Class B common stock. Mr. Rondeau disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, as amended, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock, the holders thereof may exchange all or a portion of their Holding Units along with an equal number of shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one Holding Unit and one share of Class B common stock together exchangeable for one share of Class A common stock). The holders thereof are not required to pay an exercise price in connection with any such exchange. The Holding Units do not expire. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock. Justin Vartanian is signing on behalf of Mr. Rondeau pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission. /s/ Justin Vartanian, Attorney-in-Fact 2019-03-13 EX-24 2 rondeaupoa.txt RONDEAU CHRISTOPHER POA POWER OF ATTORNEY The undersigned hereby constitutes and appoints Dorvin Lively, Richard Moore, and Justin Vartanian, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as officer and/or director of Planet Fitness, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing that, 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company 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 the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 29, 2015. /s/ Christopher Rondeau ---------------------------------------- Christopher Rondeau