UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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¹ Based on 191,478,758 shares outstanding after the closing of Life Time Holding Group, Inc.’s initial public offering, as reflected in Life Time Holding Group, Inc.’s final prospectus dated October 6, 2021.

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² Based on 191,478,758 shares outstanding after the closing of Life Time Holding Group, Inc.’s initial public offering, as reflected in Life Time Holding Group, Inc.’s final prospectus dated October 6, 2021.

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³ Based on 191,478,758 shares outstanding after the closing of Life Time Holding Group, Inc.’s initial public offering, as reflected in Life Time Holding Group, Inc.’s final prospectus dated October 6, 2021.

This statement on Schedule 13D relates to the common stock, $0.01 par value per share (the “Common Stock”), of Life Time Group Holdings, Inc. (the “Issuer”) held by SLT Investors, LLC, Simon Property Group, L.P. and Simon Property Group, Inc. (each, a “Reporting Person”). The address of the principal executive offices of the Issuer is 2902 Corporate Place, Chanhassen, Minnesota 55317.

(a) – (c) This Schedule 13D is being filed on behalf of the following Reporting Persons:

The principal business address for each of the Reporting Persons is 225 West Washington Street, Indianapolis, IN 46204.

Simon Property Group, Inc. owns, develops and manages premier shopping, dining, entertainment and mixed-use destinations. Simon Property Group, Inc. owns its properties and conducts its business activities through its majority-owned operating partnership subsidiary, Simon Property Group, L.P. Simon Property Group, Inc. is the general partner of Simon Property Group, L.P. SLT Investors, LLC is a wholly-owned direct subsidiary of Simon Property Group, L.P.  

Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) present principal occupation or employment, (c) business address and (d) citizenship, in each case of each director and executive officer of Simon Property Group, Inc., as applicable.

By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), certain affiliates of Leonard Green & Partners, L.P. (“LGP”), TPG Global, LLC (“TPG”), LNK Partners (“LNK”), MSD Capital, L.P., MSD Partners, L.P. (“MSD” and, together with MSD Capital, L.P., “MSD Investors”), LifeCo LLC (“LifeCo”), Partners Group (USA) Inc. (“PG”), Teacher Retirement System of Texas, JSS LTF Holdings Limited, the Reporting Persons and Bahram Akradi (collectively, the “Voting Group”) may be deemed to be acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by the other members of the Voting Group are not the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and the other Voting Group Members, see Item 4 below.

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⁴ As of March 26, 2021, the date of Simon Property Group, Inc.’s proxy statement for its 2021 annual stockholders meeting.

⁵ As of March 26, 2021, the date of Simon Property Group, Inc.’s proxy statement for its 2021 annual stockholders meeting.

On October 12, 2021, in connection with the closing of the Issuer’s initial public offering (the “IPO”), SLT Investors, LLC acquired 99,014 shares of Common Stock upon conversion of the 80,393 shares of the Issuer’s Series A Preferred Stock it held. Additionally, on October 12, 2021, SLT Investors, LLC purchased an additional 512,820 shares of Common Stock in the IPO. The source of funds for this purchase was working capital. Except for these transactions, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.

The information set forth under Item 3 above is incorporated by reference herein.

Stockholders Agreement

In connection with the Issuer’s IPO, the Issuer entered into an amended and restated stockholders agreement, dated October 6, 2021 (the “Stockholders Agreement”), with the Voting Group members and certain other stockholders of the Issuer. Pursuant to the Stockholders Agreement, each Voting Group member was granted director nomination rights, agreed to vote all outstanding shares held by such Voting Group member in favor of each other’s nominees and agreed to certain limitations on their ability to sell or transfer any shares of Common Stock for 18 months following the IPO.

Pursuant to the Stockholders Agreement:

The Stockholders Agreement also includes provisions pursuant to which the Issuer has agreed to file registration statements under the Securities Act covering resales of the shares of Common Stock held by LGP and TPG, and has granted members of the Voting Group and certain other stockholders the right to piggyback on such registration statements in certain circumstances.

References to and descriptions of the Stockholders Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of such agreement, which is filed as Exhibit 1 hereto and is incorporated by reference herein.

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review such investment in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Stockholders Agreement and applicable law, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Reference to percentage ownerships of the Common Stock in this Schedule 13D are based on 191,478,758 shares of the Common Stock issued and outstanding after the closing of the IPO, as reflected in the Issuer’s final prospectus dated October 6, 2021.

(a) – (b)

In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Stockholders Agreement, the Voting Group members may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other members of the Voting Group are not the subject of this Schedule 13D and accordingly, none of the other members of the Voting Group are included as reporting persons herein. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock owned by other members of the Voting Group.

Item 4 above summarizes certain provisions of the Stockholders Agreement and is incorporated herein by reference. A copy of the Stockholders Agreement is attached as Exhibit 1 hereto and incorporated herein by reference.

In addition, in connection with the IPO, SLT Investors, LLC executed a lock up agreement (the “Lock Up Agreement”), which restricts the ability of SLT Investors, LLC to dispose of its shares of the Issuer’s common stock for a period of 180 days following the date of the final prospectus relating to the offering. A copy of the Lock Up Agreement is attached as Exhibit 2 hereto and incorporated herein by reference.

On October 22, 2021, each of the Reporting Persons entered into a joint filing agreement (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on this Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the joint filing agreement is attached as Exhibit 3 hereto and is incorporated herein by reference.

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 22, 2021