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
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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*
Rondeau Christopher

(Last) (First) (Middle)
C/O PLANET FITNESS, INC.
4 LIBERTY LANE WEST

(Street)
HAMPTON NH 03842

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc. [ PLNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
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
Holding Units and Class B common stock (1)(2) 02/26/2020 J V 1,181,920(1) (2) (2) Class A common stock 1,181,920(1) $0.00(1) 2,178,440(2)(3) I By Trust(1)
Holding Units and Class B common stock (2)(4) 02/26/2020 J V 996,520(4) (2) (2) Class A common stock 996,520(4) $0.00(4) 0.00(2) I By Trust(4)
Explanation of Responses:
1. On February 26, 2020, in a transaction exempt from reporting under Section 16, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 transferred 1,181,920 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 1,181,920 shares of Class B common stock of Planet Fitness, Inc. (the "Company") to the Michelle M. LeMay Revocable Trust of 2006 dated May 15, 2006 pursuant to a domestic relations order. Following the transfer, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 held 2,178,440 Holding Units and 2,178,440 shares of Class B common stock of the Company.
2. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, as amended, 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, the holders thereof may exchange all or a portion of their Holding Units along with an equal number of shares of Class B common stock for shares of Class A common stock of the Company on a one-to-one basis (one Holding Unit and one share of Class B common stock together exchangeable for one share of Class A common stock). The holders thereof are not required to pay an exercise price in connection with any such exchange. The Holding Units do not expire. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock.
3. The number of shares beneficially owned include shares received pursuant to a trust distribution in a transaction exempt from reporting under Section 16.
4. On February 26, 2020, in a transaction exempt from reporting under Section 16, The Christopher J. Rondeau Irrevocbale GST Trust of 2012, u/d/t 11/08/12 transferred 996,520 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 996,520 shares of Class B common stock of Planet Fitness, Inc. (the "Company") to the Michelle M. LeMay Irrevocable GST Trust of 2020 pursuant to a domestic relations order. Following the transfer, The Christopher J. Rondeau Irrevocbale GST Trust of 2012, u/d/t 11/08/12 held no Holding Units and no shares of Class B common stock of the Company.
Remarks:
Justin Vartanian is signing on behalf of Mr. Rondeau pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission.
/s/ Justin Vartanian, Attorney-in-Fact 02/28/2020
** 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).
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