Statement of Changes in Beneficial Ownership (4)
2021年9月22日 - 6:11AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KENNEDY LEWIS MANAGEMENT LP |
2. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC
[
CLUBQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner |
(Last)
(First)
(Middle)
111 WEST 33RD STREET, SUITE 1910 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/17/2021 |
(Street)
NEW YORK, NY 10120
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/17/2021 | | S | | 31041265 | D | (1) | 0 | I | By Fitness TSI Fund II LLC (2)(4)(5)(6) |
Common Stock | 9/17/2021 | | S | | 14694218 | D | (1) | 0 | I | By Fitness TSI, LLC (3)(4)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On September 17, 2021, pursuant to the Forbearance and Payment Agreement (the "Forbearance and Payment Agreement"), dated September 17, 2021, among Town Sports International Holdings, Inc. (the "Issuer"), TSI-Lucille Real Estate, LLC, a wholly owned subsidiary of the Issuer, each of the Loan Parties (as defined in the Forbearance and Payment Agreement), Alter Domus (US) LLC, as administrative agent, the Lenders (as defined in the Forbearance and Payment Agreement) and certain other parties signatory to the Forbearance and Payment Agreement, each of Fitness TSI Fund II LLC ("TSI II") and Fitness TSI, LLC ("TSI", and together with TSI II, the "Funds"), in consideration of the agreements set forth in the Forbearance and Payment Agreement, sold all of the shares of common stock of the Issuer held by them to the Issuer for $1.00 in the aggregate. |
(2) | These shares of common stock of the Issuer were held for the account of TSI II, a private investment fund for which Kennedy Lewis Management LP (the "Adviser") serves as investment manager. |
(3) | These shares of common stock of the Issuer were held for the account of TSI, a private investment fund for which the Adviser serves as investment manager. |
(4) | The Adviser may have been deemed to beneficially own the shares of common stock of the Issuer that were held by the Funds because the Adviser had been delegated voting and investment power over such shares. KLM GP LLC ("KLM") may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer that were held by the Funds as the general partner of the Adviser. |
(5) | [continued from Footnote 4] In addition, Kennedy Lewis Investment Management LLC ("Kennedy Lewis Management") may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer that were held by the Funds as the owner and control person of KLM. Further, Darren Richman and David Chene may have been deemed to exercise voting and investment power over and thus had beneficial ownership of such shares of common stock of the Issuer held by the Funds as the managing members and control persons of Kennedy Lewis Management. |
(6) | For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman and Mr. Chene disclaims beneficial ownership of the securities of the Issuer that were held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman or Mr. Chene was the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KENNEDY LEWIS MANAGEMENT LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 |
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| Former 10% Owner |
KLM GP LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 |
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| Former 10% Owner |
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 |
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| Former 10% Owner |
Richman Darren 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 |
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| Former 10% Owner |
CHENE DAVID 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 |
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| Former 10% Owner |
FITNESS TSI FUND II LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 |
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| Former 10% Owner |
FITNESS TSI, LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 |
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| Former 10% Owner |
Signatures
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KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | | 9/21/2021 |
**Signature of Reporting Person | Date |
KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | | 9/21/2021 |
**Signature of Reporting Person | Date |
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | | 9/21/2021 |
**Signature of Reporting Person | Date |
DARREN RICHMAN, Name: /s/ Darren Richman | | 9/21/2021 |
**Signature of Reporting Person | Date |
DAVID CHENE, Name: /s/ David Chene | | 9/21/2021 |
**Signature of Reporting Person | Date |
FITNESS TSI FUND II, LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | | 9/21/2021 |
**Signature of Reporting Person | Date |
FITNESS TSI, LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | | 9/21/2021 |
**Signature of Reporting Person | Date |
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