Document
false0001637207 0001637207 2020-03-03 2020-03-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
March 3, 2020
Date of Report (Date of earliest event reported)  
 Planet Fitness, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-37534
 
38-3942097
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
4 Liberty Lane West
Hampton, NH 03842
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (603750-0001
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, $0.0001 Par Value
PLNT
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  






Item 8.01
Other Events.

On December 4, 2019, Planet Fitness, Inc. (the “Company”) entered into the previously announced $300 million accelerated share repurchase agreement (the “ASR Agreement”) with JPMorgan Chase Bank, National Association (the “Bank”). Pursuant to the terms of the ASR Agreement, the Bank accelerated the final settlement on March 2, 2020. The final number of shares repurchased was determined based on the volume-weighted average stock price of our Class A common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. At final settlement, the Bank delivered 666,691 shares of the Company's Class A common stock, which were retired upon delivery to us. Such shares are in addition to the 3,289,924 shares of Class A common stock initially delivered to the Company on December 5, 2019.








 
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
PLANET FITNESS, INC.
 
 
By:
 
/s/ Thomas Fitzgerald
Name:
Title:
 
Thomas Fitzgerald
Chief Financial Officer
Dated: March 3, 2020


v3.19.3.a.u2
Cover Page
Mar. 03, 2020
Cover page.  
Document Type 8-K
Document Period End Date Mar. 03, 2020
Entity Registrant Name Planet Fitness, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37534
Entity Tax Identification Number 38-3942097
Entity Address, Address Line One 4 Liberty Lane West
Entity Address, City or Town Hampton
Entity Address, State or Province NH
Entity Address, Postal Zip Code 03842
City Area Code 603
Local Phone Number 750-0001
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.0001 Par Value
Trading Symbol PLNT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001637207
Amendment Flag false