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Lively Dorvin DFORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response:
0.5OMB APPROVALOMB Number:
3235-0104
Estimated average burden
hours per response:
0.5OMB Number:3235-0104Estimated average burdenhours per response:1. Name and Address of Reporting Person*LIVELY DORVIN D
(Last)
(First)
(Middle)
C/O PLANET FITNESS, INC.
26 FOX RUN ROAD
(Street)
NEWINGTON
NH
03801
(City)
(State)
(Zip)LIVELY DORVIN D(Last)(First)(Middle)C/O PLANET FITNESS, INC.26 FOX RUN ROADNEWINGTONNH(City)(State)(Zip)2. Date of Event Requiring Statement
(Month/Day/Year)
08/06/20153. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc.
[ PLNT ]4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director
10% Owner
X
Officer (give title below)
Other (specify below)
CFODirector10% OwnerXOfficer (give title below)Other (specify below)CFO5. If Amendment, Date of Original Filed
(Month/Day/Year)6. Individual or Joint/Group Filing (Check Applicable Line)
X
Form filed by One Reporting Person
Form filed by More than One Reporting PersonForm filed by One Reporting PersonForm filed by More than One Reporting PersonTable II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)1. Title of Derivative Security (Instr.
4)2. Date Exercisable and Expiration Date
(Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)4. Conversion or Exercise Price of Derivative Security5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)6. Nature of Indirect Beneficial Ownership (Instr.
5)Date ExercisableExpiration DateTitleAmount or Number of SharesHolding Units and Class B common stock(1)(2)(3)(2)(3)Class A common stock1,407,950(1)(2)DExplanation of Responses:1. The Common Units of Pla-Fit Holdings, LLC ("Holding Units") and shares of Class B common stock of Planet Fitness, Inc. (the "Company") reported herein were issued pursuant to a reclassification of Pla-Fit Holdings, LLC on August 5, 2015. Mr. Lively holds an aggregate of 1,407,950 Holding Units and 1,407,950 shares of Class B common stock of the Company.2. Represents an equity award granted to Mr. Lively on April 30, 2013 under the Pla-Fit Holdings, LLC 2013 Equity Incentive Plan that was converted into Holding Units in connection with the reclassification of Pla-Fit Holdings, LLC described above. Eighty percent of the award vests annually in equal installments over five years from a specified vesting date, and twenty percent vests in connection with the Company's initial public offering, subject generally to remaining in service on the applicable vesting date.3. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015 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, Mr. Lively may exchange all or a portion of his vested Holding Units along with an equal number of his shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one vested Holding Unit and one share of Class B common stock together exchangeable for one share of Class A common stock). The Holding Units will expire on April 30, 2023 and the holders thereof are not required to pay an exercise price in connection with any such exchange. 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.Remarks:Justin Vartanian is signing on behalf of Dorvin Lively pursuant to a Power of Attorney dated July 29, 2015, which is attached hereto as an exhibit./s/ Justin Vartanian, attorney-in-fact08/06/2015** Signature of Reporting PersonDateReminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.* If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v).** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.PK ! Epk± docProps/app.xml
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