Planet Fitness, Inc. (Form: 3, Received: 08/06/2015 18:26:29)

UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 3
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OMB Number: 3235-0104
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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
1. Name and Address of Reporting Person 2. Date of Event Requiring 3. Issuer Name and Ticker or Trading Symbol
*
Statement
(MM/DD/YYYY)
Planet Fitness, Inc. [PLNT]
8/6/2015
Layman Michael
(Last)
(First)
(Middle)
C/O TSG CONSUMER PARTNERS,
LLC, 600 MONTGOMERY STREET,
SUITE 2900
(Street)
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
5. If Amendment, Date
Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
(MM/DD/YYYY)
SAN FRANCISCO, CA 94111
(City)
(State)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(Zip)
1.Title of Security
(Instr. 4)
Table I - Non-Derivative Securities Beneficially Owned
2. Amount of Securities
3. Ownership 4. Nature of Indirect Beneficial
Beneficially Owned
Form: Direct Ownership
(Instr. 4)
(D) or
(Instr. 5)
Indirect (I)
(Instr. 5)
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and
3. Title and Amount of 4. Conversion 5. Ownership 6. Nature of Indirect
(Instr. 4)
Expiration Date
Securities Underlying or Exercise
Form of
Beneficial Ownership
(MM/DD/YYYY)
Derivative Security
Price of
Derivative
(Instr. 5)
(Instr. 4)
Derivative
Security:
Security
Direct (D) or
Indirect (I)
(Instr. 5)
Date
Expiration
Title
Amount or
Exercisable
Date
Number of
Shares
Explanation of Responses:
Remarks:
R. Wallace Wertsch is signing on behalf of Michael Layman pursuant to a Power of Attorney dated July 29, 2015, which is attached hereto as
an exhibit.
No securities are beneficially owned.
Reporting Owners
Reporting Owner Name / Address
Director
Relationships
10% Owner Officer
Other
Layman Michael
C/O TSG CONSUMER PARTNERS, LLC
600 MONTGOMERY STREET, SUITE
2900
SAN FRANCISCO, CA 94111
Signatures
/s/ R. Wallace Wertsch, attorney-in-fact
**
Signature of Reporting Person
X
8/6/2015
Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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).
**
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints R. Wallace Wertsch,
Dorvin Lively, Richard Moore, and Justin Vartanian, with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:
(1)
prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and
Exchange Commission (the "SEC") a Form ID, including amendments
thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section
16(a) of the Securities Exchange Act of 1934, as amended, or any
rule or regulation of the SEC;
(2)
execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of Planet
Fitness, Inc. (the "Company"), Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder;
(3)
do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, complete and execute any
amendment or amendments thereto, and timely file such form with
the SEC and any stock exchange or similar authority; and
(4)
take any other action of any type whatsoever in connection with
the foregoing that, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of July 29, 2015.
/s/ Michael Layman
---------------------------------------Michael Layman