0001387131-21-009843.txt : 20211007
0001387131-21-009843.hdr.sgml : 20211007
20211007180420
ACCESSION NUMBER: 0001387131-21-009843
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211007
FILED AS OF DATE: 20211007
DATE AS OF CHANGE: 20211007
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40887
FILM NUMBER: 211313269
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40887
FILM NUMBER: 211313268
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40887
FILM NUMBER: 211313271
BUSINESS ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Advisors VII, Inc.
CENTRAL INDEX KEY: 0001663657
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40887
FILM NUMBER: 211313270
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET, 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
ownership.xml
X0206
3
2021-10-07
0
0001869198
Life Time Group Holdings, Inc.
LTH
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001663657
TPG Advisors VII, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Common Stock
37699999
I
See Explanation of Responses
Series A Convertible Participating Preferred Stock
Common Stock
2503065
I
See Explanation of Responses
David Bonderman and James G. Coulter are sole shareholders of each of (i) TPG Advisors VII, Inc. ("TPG Advisors VII") and (ii) TPG Group Holdings (SBS) Advisors, Inc. ("TPG Group Holdings" and, together with Messrs. Bonderman and Coulter and TPG Advisors VII, the "Reporting Persons"). TPG Advisors VII is the general partner of TPG VII Magni Co-Invest, L.P., which directly holds (i) 4,897,022 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Life Time Group Holdings, Inc. (the "Issuer"), and (ii) 165,738 shares of Series A Convertible Participating Preferred Stock, par value $0.01 per share ("Series A Preferred Shares"), of the Issuer.
TPG Group Holdings is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings 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., which directly holds (i) 32,802,977 shares of Common Stock and (ii) 1,654,370 Series A Preferred Shares.
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. (together with TPG VII Magni Co-Invest, L.P. and TPG VII Magni SPV, L.P., the "TPG Funds"), which directly holds 212,210 Series A Preferred Shares.
Pursuant to the Certificate of Designation of the Issuer pertaining to the Series A Preferred Shares, the Series A Preferred Shares automatically convert into shares of Common Stock upon certain events, including the consummation of an initial public offering, with the number of shares of Common Stock into which each Series A Preferred Share converts determined as set forth in the Certificate of Designation.
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 Securities Exchange Act of 1934, as amended (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 both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.
/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7)
2021-10-07
/s/ Michael LaGatta, Vice President, TPG Advisors VII, Inc. (7)
2021-10-07
/s/ Gerald Neugebauer on behalf of David Bonderman (7)(8)
2021-10-07
/s/ Gerald Neugebauer on behalf of James G. Coulter (7)(8)
2021-10-07