October 7, 2021 - Partners Group Private Equity (master Fund), Llc, Partners Group Private Equity Ii, Llc - 3: Initial statement of beneficial ownership of securities

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Partners Group Private Equity (Master Fund), LLC

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
Life Time Group Holdings, Inc. [LTH]

(Last)

(First)

(Middle)

C/O PARTNERS GROUP (USA) INC., 1200 ENTREPRENURIAL DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BROOMFIELD, CO 80021

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,000,000	I	See footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	301,571	$ ⁽²⁾	I	See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Partners Group Private Equity (Master Fund), LLC C/O PARTNERS GROUP (USA) INC. 1200 ENTREPRENURIAL DRIVE BROOMFIELD, CO 80021		X
Partners Group Private Equity II, LLC C/O PARTNERS GROUP (USA) INC. 1200 ENTREPRENURIAL DRIVE BROOMFIELD, CO 80021		X

Signatures

By: /s/ Justin Rindos, Chief Financial Officer, Partners Group Private Equity (Master Fund), LLC		10/07/2021
^**Signature of Reporting Person		Date
By: /s/ Justin Rindos, Authorized Signatory of the advisor to Partners Group Private Equity II, LLC		10/07/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	3,132,000 of such shares of Life Time Group Holdings, Inc.'s (the "Issuer") common stock (the "Common Stock") are directly held by Partners Group Private Equity (Master Fund), LLC ("PG Master Fund") and 2,868,000 of such shares are directly held by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"). PG Master Fund and PG Series 61 are indirectly controlled by Partners Group Holding AG ("Partners Group"). Each of PG Master Fund 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.
(2)	Each share of Series A Preferred Stock will automatically convert into 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 has no expiration date.
(3)	PG Master Fund directly holds 140,583 shares of the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), Partners Group Private Equity II, LLC ("PG PE II") directly holds 3,218 shares of Series A Preferred Stock and Partners Group Access 83 PF LP ("PG Access 83") directly holds 101,055 shares of Series A Preferred Stock. PG PE II and PG Access 83 are indirectly controlled by Partners Group. Each of PG Master Fund, PG PE II and PG Access 83 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.

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