Form 4 for LTH Life Time Group Holdings, Inc.
Accepted 2021-10-14 00:00:00 ET · period of report 2021-10-12 · accession 0001123292-21-001375 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2021-10-14 | 2021-10-12 | LTH | DELL MICHAEL S | 10% | P - Purchase | $18.00 | +372.2K | 11.70M | +3% | +$6.70M |
| DI | 2021-10-14 | 2021-10-12 | LTH | DELL MICHAEL S | 10% | C - Cnv Deriv | — | +541.9K | 11.32M | +5% | — |
| DI | 2021-10-14 | 2021-10-12 | LTH | DELL MICHAEL S | 10% | C - Cnv Deriv | — | -440.0K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-10-12 | P | A | 372,222 | $18.00 | 11,695,100 | I See footnotes | — | — | (F2) This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Life Time Investments, LLC ("MSD Life Time") and Michael S. Dell. MSD Life Time is the record and direct beneficial owner of the shares of the issuer's common stock reported herein. MSD Capital is the investment manager of MSD Life Time Investments and may be deemed to beneficially own securities owned by MSD Life Time Investments. MSD Capital Management LLC ("MSD Capital Management", and together with MSD Capital and MSD Life Time, the "MSD Parties") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [cont.] (F4) The MSD Parties and each of Messrs. Phelan, Lisker and Dell may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (the "Act"). Each of the MSD Parties and each of Messrs. Phelan, Lisker and Dell declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. (F3) Each of John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Phelan, and Lisker disclaims beneficial ownership of such securities. |
| 2 | Common | Common Stock | 2021-10-12 | C | A | 541,878 | — | 11,322,878 | I See footnotes | — | — | (F1) Each share of Series A preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering in accordance with the Certificate of Designations pertaining to the Series A preferred stock. (F2) This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Life Time Investments, LLC ("MSD Life Time") and Michael S. Dell. MSD Life Time is the record and direct beneficial owner of the shares of the issuer's common stock reported herein. MSD Capital is the investment manager of MSD Life Time Investments and may be deemed to beneficially own securities owned by MSD Life Time Investments. MSD Capital Management LLC ("MSD Capital Management", and together with MSD Capital and MSD Life Time, the "MSD Parties") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [cont.] (F4) The MSD Parties and each of Messrs. Phelan, Lisker and Dell may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (the "Act"). Each of the MSD Parties and each of Messrs. Phelan, Lisker and Dell declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. (F3) Each of John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Phelan, and Lisker disclaims beneficial ownership of such securities. |
| 3 | Derivative | Series A Preferred Stock | 2021-10-12 | C | D | 439,968 | — | 0 | I See Footnotes | — · — to — | 541,878 Common Stock | (F1) Each share of Series A preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering in accordance with the Certificate of Designations pertaining to the Series A preferred stock. (F2) This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Life Time Investments, LLC ("MSD Life Time") and Michael S. Dell. MSD Life Time is the record and direct beneficial owner of the shares of the issuer's common stock reported herein. MSD Capital is the investment manager of MSD Life Time Investments and may be deemed to beneficially own securities owned by MSD Life Time Investments. MSD Capital Management LLC ("MSD Capital Management", and together with MSD Capital and MSD Life Time, the "MSD Parties") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [cont.] (F4) The MSD Parties and each of Messrs. Phelan, Lisker and Dell may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (the "Act"). Each of the MSD Parties and each of Messrs. Phelan, Lisker and Dell declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. (F3) Each of John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Phelan, and Lisker disclaims beneficial ownership of such securities. |