SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
OMB APPROVAL |
OMB Number: | 3235-0287 |
Estimated average burden |
hours per response: | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
111 WEST 33RD STREET, SUITE 1910 |
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(Street)
| 2. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC
[ CLUBQ ]
| 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 |
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2021 |
4. If Amendment, Date of Original Filed
(Month/Day/Year)
| 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 |
1. Title of Security (Instr.
3)
| 2. Transaction Date
(Month/Day/Year) | 2A. Deemed Execution Date, if any
(Month/Day/Year) | 3. Transaction Code (Instr.
8)
| 4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
| 5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
| 6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
| 7. Nature of Indirect Beneficial Ownership (Instr.
4)
|
Code | V | Amount | (A) or (D) | Price |
Common Stock | 09/17/2021 | | S |
| 31,041,265 | D | | 0 | I | By Fitness TSI Fund II LLC |
Common Stock | 09/17/2021 | | S |
| 14,694,218 | D | | 0 | I | By Fitness TSI, LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security (Instr.
3)
| 2. Conversion or Exercise Price of Derivative Security
| 3. Transaction Date
(Month/Day/Year) | 3A. Deemed Execution Date, if any
(Month/Day/Year) | 4. Transaction 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
(Month/Day/Year) | 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: 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 |
1. Name and Address of Reporting Person*
111 WEST 33RD STREET, SUITE 1910 |
|
(Street)
|
1. Name and Address of Reporting Person*
111 WEST 33RD STREET, SUITE 1910 |
|
(Street)
|
1. Name and Address of Reporting Person*
111 WEST 33RD STREET, SUITE 1910 |
|
(Street)
|
1. Name and Address of Reporting Person*
111 WEST 33RD STREET, SUITE 1910 |
|
(Street)
|
1. Name and Address of Reporting Person*
111 WEST 33RD STREET, SUITE 1910 |
|
(Street)
|
1. Name and Address of Reporting Person*
111 WEST 33RD STREET, SUITE 1910 |
|
(Street)
|
1. Name and Address of Reporting Person*
111 WEST 33RD STREET, SUITE 1910 |
|
(Street)
|
Explanation of Responses: |
Remarks: | |
| KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | 09/21/2021 |
| KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | 09/21/2021 |
| KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | 09/21/2021 |
| DARREN RICHMAN, Name: /s/ Darren Richman | 09/21/2021 |
| DAVID CHENE, Name: /s/ David Chene | 09/21/2021 |
| FITNESS TSI FUND II, LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | 09/21/2021 |
| FITNESS TSI, LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | 09/21/2021 |
| ** Signature of Reporting Person | Date |
Reminder: 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
4
(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. |
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