| Accession Number: | 0000899243-21-041342 |
| Date: | 2021-10-12 |
| Issuer: | LIFE TIME GROUP HOLDINGS, INC. (LTH) |
| Original Submission Date: | 2021-10-13 |
PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY 10036
PARTNERS GROUP PRIVATE EQUITY II, LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY 10036
PARTNERS GROUP SERIES ACCESS II, LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY 10036
PARTNERS GROUP ACCESS 83 PF LP
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY 10036
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2021-10-12 | C | 301,571 | a | $0.00 | 6,301,571 | indirect | ||
| COMMON STOCK | 2021-10-12 | P | 277,777 | a | $18.00 | 6,579,348 | indirect |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SERIES A PREFERRED STOCK | 0.0 | 2021-10-12 | deemed execution date | C | 244,856 (d) | common stock 301,571 | $0.00 | 0 | indirect | see footnote |
| ID | footnote |
|---|---|
| f1 | each share of life time group holdings, inc.'s (the "issuer") series a preferred stock (the "series a preferred stock") automatically converted into shares of the issuer's common stock (the "common stock") upon the closing of the issuer's initial public offering, for no additional consideration, in accordance with the certificate of designations of the series a preferred stock. the series a preferred stock had no expiration date. |
| f2 | partners group private equity (master fund), llc ("pg master fund") directly held 140,583 shares of series a preferred stock, partners group private equity ii, llc ("pg pe ii") directly held 3,218 shares of series a preferred stock and partners group access 83 pf lp ("pg access 83") directly held 101,055 shares of series a preferred stock. |
| f3 | the investment manager of pg master fund is partners group (usa) inc. ("pg usa"). pg usa, pg pe ii, pg access 83 and partners group series access ii, llc, series 61 ("pg series 61") are indirectly controlled by partners group holding ag ("partners group"). each of pg master fund, pg pe ii, pg access 83 and pg series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein. |
| f4 | 3,305,146 of such shares of common stock are directly held by pg master fund, 3,963 of such shares are directly held by pg pe ii, 124,462 of such shares are directly held by pg access 83 and 2,868,000 of such shares are directly held by pg series 61. |
| f5 | 3,464,630 of such shares of common stock are directly held by pg master fund, 7,614 of such shares are directly held by pg pe ii, 239,104 of such shares are directly held by pg access 83 and 2,868,000 of such shares are directly held by pg series 61. |
