UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 

Planet Fitness, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
72703H101
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
  

Check the appropriate box to designate the rule pursuant to which this schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1





 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 2 of 10 Pages
 
 
 
 
 
 
 
 
1.
 
NAME OF REPORTING PERSON
 
The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) ¨ (b) ¨
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Hampshire
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
 
 
6.
 
SHARED VOTING POWER
 
3,360,360 (a)
 
7.
 
SOLE DISPOSITIVE POWER
 
 
8.
 
SHARED DISPOSITIVE POWER
 
3,360,360 (a)
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,360,360 (a)
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.9% (b)
12.
 
TYPE OF REPORTING PERSON
 
OO
 
(a)
Represents Common Units of Pla-Fit Holdings, LLC (“Holding Units”) and an equal number of shares of Class B common stock of Planet Fitness, Inc. (the “Company”). 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 of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date.
(b)
The calculation assumes that there is a total of 85,152,897 shares of Class A common stock of the Company outstanding, which is the sum of (i) 81,792,537 shares of Class A common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019, and (ii) 3,360,360 shares of Class A common stock that are issuable in exchange for the 3,360,360 Holding Units and corresponding shares of Class B common stock held by The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06.


2





 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 3 of 10 Pages
 
 
 
 
 
 
 
 
1.
 
NAME OF REPORTING PERSON
 
The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) ¨ (b) ¨
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Hampshire
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
 
 
6.
 
SHARED VOTING POWER
 
996,520 (a)
 
7.
 
SOLE DISPOSITIVE POWER
 
 
8.
 
SHARED DISPOSITIVE POWER
 
996,520 (a)
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
996,520 (a)
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.2% (b)
12.
 
TYPE OF REPORTING PERSON
 
OO
 
(a)
Represents Holding Units and an equal number of shares of Class B common stock of the Company. 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 of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date.
(b)
The calculation assumes that there is a total of 82,789,057 shares of Class A common stock of the Company outstanding, which is the sum of (i) 81,792,537 shares of Class A common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019, and (ii) 996,520 shares of Class A common stock that are issuable in exchange for the 996,520 Holding Units and corresponding shares of Class B common stock held by The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12.

3





 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 4 of 10 Pages
 
 
 
 
 
 
 
 
1.
 
NAME OF REPORTING PERSON
 
The Christopher J. Rondeau GRAT II of 2018 u/d/t dated October 15, 2018
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) ¨ (b) ¨
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Hampshire
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
 
 
6.
 
SHARED VOTING POWER
 
642,620 (a)
 
7.
 
SOLE DISPOSITIVE POWER
 
 
8.
 
SHARED DISPOSITIVE POWER
 
642,620 (a)
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
642,620 (a)
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.8% (b)
12.
 
TYPE OF REPORTING PERSON
 
OO
 
(a)
Represents Holding Units and an equal number of shares of Class B common stock of the Company. 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 of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date.
(b)
The calculation assumes that there is a total of 82,435,157 shares of Class A common stock of the Company outstanding, which is the sum of (i) 81,792,537 shares of Class A common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019 and (ii) 642,620 shares of Class A common stock that are issuable in exchange for the 642,620 Holding Units and corresponding shares of Class B common stock held by The Christopher J. Rondeau GRAT II u/d/t dated October 15, 2018

4






 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 5 of 10 Pages
 
 
 
 
 
 
 
 
1.
 
NAME OF REPORTING PERSON
 
Christopher J. Rondeau
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) ¨ (b) ¨
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
 
 
6.
 
SHARED VOTING POWER
 
5,292,273 (a)(b)
 
7.
 
SOLE DISPOSITIVE POWER
 
 
8.
 
SHARED DISPOSITIVE POWER
 
5,292,273 (a)(b)
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,292,273 (a)(b)
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.1% (c)
12.
 
TYPE OF REPORTING PERSON
 
IN














5




 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 6 of 10 Pages
 
(a)
Represents Holding Units and an equal number of shares of Class B common stock of the Company. 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 of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date.
(b)
Includes 7,207 shares of Class common stock; 3,360,360 Holding Units and 3,360,360 shares of Class B common stock held by The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06; 996,520 Holding Units and 996,520 shares of Class B common stock held by The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12; and 642,620 Holding Units and 642,620 shares of Class B common stock held by The Christopher J. Rondeau GRAT II u/d/t dated October 15, 2018; and options to purchase 285,566 shares of Class A common stock that are exercisable within 60 days of December 31, 2019.
(c)
The calculation assumes that there is a total of 87,077,603 shares of Class A common stock of the Company outstanding, which is the sum of (i) 81,792,537 shares of Class A common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019, (ii) 4,999,500 shares of Class A common stock that are issuable in exchange for the 4,999,500 Holding Units and corresponding shares of Class B common stock beneficially owned by Christopher Rondeau, and (iii) 285,566 shares of Class A common stock that are issuable upon the exercise of options to purchase shares of Class A common stock that are exercisable within 60 days of December 31, 2019.
Item 1(a).
Name of Issuer
The name of the issuer to which this filing on Schedule 13G relates is Planet Fitness, Inc. (the “Company”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices
The principal executive offices of the Company are located at 4 Liberty Lane West, Hampton, New Hampshire 03842.
 
Item 2(a).
Name of Person Filing
This statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 (“Rondeau Revocable Trust”); (2) The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 (“Rondeau Irrevocable Trust”); (3) The Christopher J. Rondeau GRAT II of 2018 u/d/t October 15, 2018 (“Rondeau GRAT II Trust”); and (4) Christopher J. Rondeau.
Mr. Rondeau is trustee of the Rondeau Revocable Trust. Mr. Rondeau’s attorney, Michael Bass, and Ms. Rondeau are trustees of the Rondeau Irrevocable Trust. Mr. Rondeau is the trustee of the Rondeau GRAT II Trust.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2020, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence
The principal business address of the Reporting Persons is 4 Liberty Lane West, Hampton, New Hampshire 03842.
 



6




 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 7 of 10 Pages

Item 2(c).
Citizenship
The citizenship for the Rondeau Revocable Trust is New Hampshire.
The citizenship for the Rondeau Irrevocable Trust is New Hampshire.
The citizenship for the Rondeau GRAT II Trust is New Hampshire.
The citizenship of Mr. Rondeau is the United States.
 
Item 2(d).
Title of Class of Securities
The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A common stock, par value $0.0001 per share.
 
Item 2(e).
CUSIP Number
The CUSIP number of the Company’s Class A common stock is 72703H101.
 
 
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. 
 
 
 
 
 
(a)
¨
 
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
 
(b)
¨
 
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
 
 
 
(c)
¨
 
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
 
(d)
¨
 
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
 
(e)
¨
 
An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
 
 
 
(f)
¨
 
An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).
 
 
 
(g)
¨
 
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
 
 
(h)
¨
 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
 
(i)
¨
 
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
 
 
(j)
¨
 
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
 
¨
 
If this statement is filed pursuant to §240.13d-1(c), check this box.

7




 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 8 of 10 Pages
 
Item 4.
Ownership
 
Item 4(a).
Amount beneficially owned
This Schedule 13G is being filed on behalf of the Reporting Persons. As of the close of business on December 31, 2019, the following shares were held by the Reporting Persons:
The Rondeau Revocable Trust held 3,360,360 Holding Units and 3,360,360 shares of Class B common stock of the Company, representing approximately 3.9% of (i) the Company’s outstanding shares of Class A common stock and (ii) shares of Class A common stock issuable in exchange for the Holding Units and shares of Class B common stock directly held by the Rondeau Revocable Trust.
The Rondeau Irrevocable Trust held 996,520 Holding Units and 996,520 shares of Class B common stock of the Company, representing approximately 1.2% of (i) the Company’s outstanding shares of Class A common stock and (ii) shares of Class A common stock issuable in exchange for the Holding Units and shares of Class B common stock directly held by the Rondeau Irrevocable Trust.
The Rondeau GRAT II Trust held 642,620 Holding Units and 642,620 shares of Class B common stock of the Company, representing approximately 0.8% of (i) the Company’s outstanding shares of Class A common stock and (ii) shares of Class A common stock issuable in exchange for the Holding Units and shares of Class B common stock directly held by the Rondeau Irrevocable Trust.
Mr. Rondeau held options to purchase 285,566 shares of Class A common stock that were exercisable within 60 days of December 31, 2019.
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 of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date.

As a result of the foregoing and the relationships described in 2(a), the Reporting Persons may be deemed to beneficially own in the aggregate 5,292,273 shares of Class A common stock of the Company, which represents (i) 7,207 shares of CLass A common stock; (ii) 4,999,500 shares of Class A common stock that would be received in the aggregate by the Reporting Persons upon exchange of all of the Holding Units and shares of Class B common stock beneficially owned by the Reporting Persons; and (iii) 285,566 shares of Class A common stock that would be received in the aggregate by Mr. Rondeau upon the exercise of options to purchase 285,566 shares of Class A common stock. The 5,292,273 shares of Class A common stock represents approximately 6.1% of the total number of outstanding shares of Class A common stock (based on a total of 87,077,603 shares of Class A common stock of the Company outstanding, which is the sum of (i) 81,792,537 shares of Class A common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019, (ii) 4,999,500 shares of Class A common stock that are issuable in exchange for the 4,999,500 Holding Units and corresponding shares of Class B common stock beneficially owned by the Reporting Persons) and (iii) 285,566 shares of Class A common stock that are issuable upon the exercise of options to purchase shares of Class A common stock that are exercisable within 60 days of December 31, 2019.
 
Item 4(b).
Percent of Class
See Item 4(a) hereof.

8




 
 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 9 of 10 Pages

Item 4(c).
Number of shares as to which such person has:
 
Rows 5 through 11 of the cover pages are incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class 
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group  
Not Applicable.
Item 9. Notice of Dissolution of Group  
Not Applicable.
Item 10. Certification
Not Applicable.
 


9





 
 
 
 
 
CUSIP No. 72703H101
 
13G
 
Page 10 of 10 Pages

SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: February 13, 2020
 
 
 
 
By:
 
/s/ Christopher J. Rondeau
 
 
Christopher J. Rondeau
 
The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06
 
 
By:
 
/s/ Christopher J. Rondeau
 
 
Christopher J. Rondeau, as Trustee of The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06
 
The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12
 
 
By:
 
/s/ Michelle L. Rondeau
 
 
Michelle L. Rondeau, as Trustee of The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12
 
 
By:
 
/s/ Michael A. Bass
 
 
Michael A. Bass, as Trustee of The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12
The Christopher J. Rondeau GRAT II of 2018 u/d/t October 15, 2018
 
 
By:
 
/s/ Christopher J. Rondeau
 
 
Christopher J. Rondeau, as Trustee of The Christopher J. Rondeau GRAT II of 2018 u/d/t October 15, 2018



10

Exhibit

Exhibit A  
Agreement Regarding the Joint Filing of Schedule 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2020
 
 
 
By:
 
/s/ Christopher J. Rondeau
 
 
Christopher J. Rondeau
 
The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06
 
 
By:
 
/s/ Christopher J. Rondeau
 
 
Christopher J. Rondeau, as Trustee of The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06
 
The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12
 
 
By:
 
/s/ Michelle L. Rondeau
 
 
Michelle L. Rondeau, as Trustee of The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12
 
 
By:
 
/s/ Michael A. Bass
 
 
Michael A. Bass, as Trustee of The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12
 
 
 
The Christopher J. Rondeau GRAT II of 2018 u/d/t October 15, 2018
 
 
By:
 
/s/ Christopher J. Rondeau
 
 
Christopher J. Rondeau, as Trustee of The Christopher J. Rondeau GRAT II of 2018 u/d/t October 15, 2018