October 14, 2021 - Green Ltf Holdings Ii Lp, Gei Capital Vi, Llc, Green Equity Investors Side Vi, L.p., Green Equity Investors Vi, L.p., Green Vi Holdings, Llc, Leonard Green & Partners, L.p., Lgp Associates Vi-a Llc, Lgp Associates Vi-b Llc, Lgp Management Inc, Peridot Coi - 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Green LTF Holdings II LP

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)
___ Form filed by One Reporting Person
_X_ 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		2,197,020 ⁽¹⁾	A	⁽²⁾	52,670,520 ⁽³⁾	D ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	10/12/2021		C		4,074 ⁽⁷⁾	A	⁽²⁾	97,678 ⁽⁸⁾	D ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	10/12/2021		C		40,606 ⁽⁹⁾	A	⁽²⁾	973,502 ⁽¹⁰⁾	D ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	10/12/2021		P		5,000,000 ⁽¹¹⁾	A	$ 18	57,670,520 ⁽³⁾	D ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

1,783,830

⁽²⁾

Common Stock

2,197,020

⁽²⁾

D ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹²⁾

Series A Preferred Stock

⁽²⁾

10/12/2021

3,308

⁽²⁾

Common Stock

4,074

⁽²⁾

D ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹³⁾

Series A Preferred Stock

⁽²⁾

10/12/2021

32,970

⁽²⁾

Common Stock

40,606

⁽²⁾

D ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Green LTF Holdings II LP 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
GEI Capital VI, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
Green Equity Investors Side VI, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
Green Equity Investors VI, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
Green VI Holdings, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
Leonard Green & Partners, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
LGP Associates VI-A LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
LGP Associates VI-B LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
LGP MANAGEMENT INC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
PERIDOT COINVEST MANAGER LLC 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") pursuant to the automatic conversion of shares of Series A Preferred 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.
(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.
(4)	Green Equity Investors VI, L.P. ("GEI VI") and Green Equity Investors Side VI, L.P. ("GEI Side VI") are limited partners of Green LTF. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital. LGP Management, Inc.("LGPM") is the general partner of LGP. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Peridot Coinvest Manager LLC ("Peridot") is the general partner of Green LTF and the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates Vl-B").
(5)	Each of Green LTF, Associates VI-A, Associates VI-B, GEI VI, GEI Side VI, Holdings, Capital, LGP, LGPM, and Peridot 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 some or all of the securities held by Green LTF, Associates VI-A and Associates VI-B (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
(6)	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
(7)	Represents shares of Common Stock of the Issuer acquired by Associates VI-A pursuant to the automatic conversion of shares of Series A Preferred 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.
(8)	Represents shares of Common Stock owned by Associates VI-A.
(9)	Represents shares of Common Stock of the Issuer acquired by Associates VI-B pursuant to the automatic conversion of shares of Series A Preferred 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.
(10)	Represents shares of Common Stock owned by Associates VI-B.
(11)	Represents shares of Common Stock purchased by Green LTF.
(12)	The securities reported on this row are held by Green LTF.
(13)	The securities reported on this row are held by Associates VI-A.
(14)	The securities reported on this row are held by Associates VI-B.
Remarks: Messrs. John Danhakl and J. Kristofer Galashan are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Danhakl and Galashan may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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