UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (4) | (4) | Common Stock | 247,159 | $ (4) | I | See footnote (1) (5) |
Series A Preferred Stock | (4) | (4) | Common Stock | 180,744 | $ (4) | I | See footnote (2) (5) |
Series A Preferred Stock | (4) | (4) | Common Stock | 8,196 | $ (4) | I | See footnote (3) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LANDAU DAVID A 81 MAIN STREET WHITE PLAINS, NY 10601 |
X | X | ||
LNK Life Time Fund, L.P. 81 MAIN STREET WHITE PLAINS, NY 10601 |
X | X | ||
LNK Partners III (Parallel), L.P. 81 MAIN STREET WHITE PLAINS, NY 10601 |
X | X | ||
LNK Partners III, L.P. 81 MAIN STREET WHITE PLAINS, NY 10601 |
X | X | ||
LNK Life Time GenPar, L.P. 81 MAIN STREET WHITE PLAINS, NY 10601 |
X | X | ||
LNK GenPar III, L.P. 81 MAIN STREET WHITE PLAINS, NY 10601 |
X | X | ||
LNK MGP III, LLC 81 MAIN STREET WHITE PLAINS, NY 10601 |
X | X |
See signatures attached as Exhibit 99.1 | 10/07/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | Held directly by LNK Partners III, LP. |
(2) | Held directly by LNK Life Time Fund, LP. |
(3) | Held directly by LNK Partners III (Parallel), LP (together with LNK Partners III, LP and LNK Life Time Fund, LP, the "LNK Funds"). |
(4) | Each share of Series A preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering in accordance with the Certificate of Designations pertaining to the Series A preferred stock. The Series A preferred stock has no expiration date. |
(5) | Each of the LNK Funds is controlled by LNK GenPar III, L.P. and LNK Life Time GenPar, L.P., their respective general partners (together, the "General Partners"), and each of those is in turn controlled by David Landau, a director of Life Time, through LNK MGP III, LLC, of which he is the controlling member. As such, each of the General Partners and Mr. Landau may be deemed indirect beneficial owners of the securities held directly by the LNK Funds. The General Partners and Mr. Landau disclaim beneficial ownership of the shares of common stock held directly by the LNK Funds, except to the extent of their pecuniary interest. |
Remarks: Each of the LNK Funds are party to a Stockholders Agreement with other shareholders of the Issuer that (in addition to other rights and obligations) obligates the parties to vote in favor of certain designated nominees for election to the Issuer's board of directors. As a result, the Reporting Persons may be deemed members of a group that beneficially owns more than 10% of the outstanding shares of common stock of the Issuer. Mr. Landau serves on the board of directors of the Issuer as a representative of the LNK Funds. As a result, each of the Reporting Persons may be deemed to be a "director by deputization" of the Issuer. |