| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CLUBQ | Common Stock | Sale | -31M | -100% | 0 | Sep 17, 2021 | By Fitness TSI Fund II LLC | F1, F2, F4, F5, F6 | ||
| transaction | CLUBQ | Common Stock | Sale | -14.7M | -100% | 0 | Sep 17, 2021 | By Fitness TSI, LLC | F1, F3, F4, F5, F6 |
Kennedy Lewis Management Lp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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. |
| F4 | 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. |
| F5 | [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. |
| F6 | 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. |