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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 Convertible Participating Preferred Stock | (4) | (4) | Common Stock | 2,503,065 | $ (4) | I | See Explanation of Responses (1) (2) (3) (5) (6) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| TPG Advisors VII, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) | 10/07/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael LaGatta, Vice President, TPG Advisors VII, Inc. (7) | 10/07/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ Gerald Neugebauer on behalf of David Bonderman (7)(8) | 10/07/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ Gerald Neugebauer on behalf of James G. Coulter (7)(8) | 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) | David Bonderman and James G. Coulter are sole shareholders of each of (i) TPG Advisors VII, Inc. ("TPG Advisors VII") and (ii) TPG Group Holdings (SBS) Advisors, Inc. ("TPG Group Holdings" and, together with Messrs. Bonderman and Coulter and TPG Advisors VII, the "Reporting Persons"). TPG Advisors VII is the general partner of TPG VII Magni Co-Invest, L.P., which directly holds (i) 4,897,022 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Life Time Group Holdings, Inc. (the "Issuer"), and (ii) 165,738 shares of Series A Convertible Participating Preferred Stock, par value $0.01 per share ("Series A Preferred Shares"), of the Issuer. |
| (2) | TPG Group Holdings is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of each of (i) TPG VII Magni GenPar Advisors, LLC and (ii) TPG Lonestar GenPar I Advisors, LLC. TPG VII Magni GenPar Advisors, LLC is the general partner of TPG VII Magni GenPar, L.P., which is the general partner of TPG VII Magni SPV, L.P., which directly holds (i) 32,802,977 shares of Common Stock and (ii) 1,654,370 Series A Preferred Shares. |
| (3) | TPG Lonestar GenPar I Advisors, LLC is the general partner of TPG Lonestar GenPar I, L.P., which is the general partner of TPG Lonestar I, L.P. (together with TPG VII Magni Co-Invest, L.P. and TPG VII Magni SPV, L.P., the "TPG Funds"), which directly holds 212,210 Series A Preferred Shares. |
| (4) | Pursuant to the Certificate of Designation of the Issuer pertaining to the Series A Preferred Shares, the Series A Preferred Shares automatically convert into shares of Common Stock upon certain events, including the consummation of an initial public offering, with the number of shares of Common Stock into which each Series A Preferred Share converts determined as set forth in the Certificate of Designation. |
| (5) | Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. |
| (6) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: 7. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 8. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission. | |