October 14, 2021 - Danhakl John G - 4: Statement of changes in beneficial ownership of securities

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

DANHAKL JOHN G

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

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

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

(Last)

(First)

(Middle)

11111 SANTA MONICA BLVD., SUITE 2000

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2021

(Street)

LOS ANGELES, CA 90025

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

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/12/2021		C		2,241,700 ⁽¹⁾	A	⁽²⁾	53,741,700 ⁽³⁾	I	See footnote. ⁽³⁾ ⁽⁴⁾
Common Stock	10/12/2021		P		5,000,000 ⁽⁵⁾	A	$ 18	58,741,700 ⁽⁶⁾	I	See footnote ⁽⁴⁾ ⁽⁶⁾

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

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽²⁾

10/12/2021

1,820,108 ⁽⁷⁾

⁽²⁾

Common Stock

2,241,700 ⁽⁸⁾

⁽²⁾

0 ⁽⁹⁾

See footnote. ⁽⁴⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DANHAKL JOHN G 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X

Signatures

/s/ Andrew C. Goldberg, Attorney-in-fact		10/14/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Represents shares of Common Stock of the Issuer acquired by Green LTF Holdings II LP ("Green LTF"), LGP Associates VI-A LLC ("Associates VI-A"), and LGP Associates VI-B LLC ("Associates VI-B") pursuant to the automatic conversion of shares of the Issuer's Series A Preferred Stock upon the closing of the Issuer's initial public offering in accordance with the Certificate of Designation pertaining to the Series A Preferred Stock. Of the shares of Common Stock reported, 2,197,020 are held by Green LTF, 4,074 are held by Associates VI-A, and 40,606 are held by Associates VI-B.
(2)	Each share of Series A Preferred Stock automatically converted 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.
(3)	Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Common Stock reported, 52,670,520 are held by Green LTF, 97,678 are held by Associates VI-A, and 973,502 are held by Associates VI-B.
(4)	Mr. Danhakl directly {whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities owned by Green LTF, Associates VI-A, and Associates VI-B. Mr. Danhakl disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5)	Represents shares of Common Stock purchased by Green LTF.
(6)	Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Common Stock reported, 57,670,520 are held by Green LTF, 97,678 are held by Associates VI-A, and 973,502 are held by Associates VI-B.
(7)	Represents shares of Series A Preferred Stock held by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Series A Preferred Stock reported, 1,783,830 are held by Green LTF, 3,308 are held by Associates VI-A, and 32,970 are held by Associates VI-B.
(8)	Represents shares of Common Stock underlying the shares of Series A Preferred Stock held by Green LTF, Associates VI-A, and Associates VI-B. Of the underlying shares of Common Stock reported, 2,197,020 are held by Green LTF, 4,074 are held by Associates VI-A, and 40,606 are held by Associates VI-B.
(9)	Represents shares of Series A Preferred Stock held by Green LTF, Associates VI-A, and Associates V-B. Of the shares of Series A Preferred Stock reported, 0 are held by Green LTF, 0 are held by Associates VI-A, and 0 are held by Associates VI-B.

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