* | 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. |
CUSIP No. 72703H101 | 13G | Page 2 of 10 Pages |
1. | NAME OF REPORTING PERSON The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION New Hampshire | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER | ||||
6. | SHARED VOTING POWER 3,527,147 (a) | |||||
7. | SOLE DISPOSITIVE POWER | |||||
8. | SHARED DISPOSITIVE POWER 3,527,147 (a) | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,527,147 (a) | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% (b) | |||||
12. | TYPE OF REPORTING PERSON OO |
(a) | Represents Common Units of Pla-Fit Holdings, LLC (“Holding Units”) and an equal number of shares of Class B common stock of Planet Fitness, Inc. (the “Company”). Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date. |
(b) | The calculation assumes that there is a total of 91,696,389 shares of Class A common stock of the Company outstanding, which is the sum of (i) 88,169,242 shares of Class A common stock outstanding as of November 1, 2018, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2018, and (ii) 3,527,147 shares of Class A common stock that are issuable in exchange for the 3,527,147 Holding Units and corresponding shares of Class B common stock held by The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06. |
CUSIP No. 72703H101 | 13G | Page 3 of 10 Pages |
1. | NAME OF REPORTING PERSON The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION New Hampshire | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER | ||||
6. | SHARED VOTING POWER 1,221,163 (a) | |||||
7. | SOLE DISPOSITIVE POWER | |||||
8. | SHARED DISPOSITIVE POWER 1,221,163 (a) | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,221,163 (a) | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% (b) | |||||
12. | TYPE OF REPORTING PERSON OO |
(a) | Represents Holding Units and an equal number of shares of Class B common stock of the Company. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date. |
(b) | The calculation assumes that there is a total of 89,390,405 shares of Class A common stock of the Company outstanding, which is the sum of (i) 88,169,242 shares of Class A common stock outstanding as of November 1, 2018, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2018, and (ii) 1,221,163 shares of Class A common stock that are issuable in exchange for the 1,221,163 Holding Units and corresponding shares of Class B common stock held by The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12. |
CUSIP No. 72703H101 | 13G | Page 4 of 10 Pages |
1. | NAME OF REPORTING PERSON The Christopher J. Rondeau GRAT II of 2018 u/d/t dated October 15, 2018 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION New Hampshire | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER | ||||
6. | SHARED VOTING POWER 1,000,000 (a) | |||||
7. | SOLE DISPOSITIVE POWER | |||||
8. | SHARED DISPOSITIVE POWER 1,000,000 (a) | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 (a) | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% (b) | |||||
12. | TYPE OF REPORTING PERSON OO |
(a) | Represents Holding Units and an equal number of shares of Class B common stock of the Company. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date. |
(b) | The calculation assumes that there is a total of 89,169,242 shares of Class A common stock of the Company outstanding, which is the sum of (i) 88,169,242 shares of Class A common stock outstanding as of November 1, 2018, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2018 and (ii) 1,000,000 shares of Class A common stock that are issuable in exchange for the 1,000,000 Holding Units and corresponding shares of Class B common stock held by The Christopher J. Rondeau GRAT II u/d/t dated October 15, 2018 |
CUSIP No. 72703H101 | 13G | Page 5 of 10 Pages |
1. | NAME OF REPORTING PERSON Christopher J. Rondeau | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER | ||||
6. | SHARED VOTING POWER 5,901,873 (a)(b) | |||||
7. | SOLE DISPOSITIVE POWER | |||||
8. | SHARED DISPOSITIVE POWER 5,901,873 (a)(b) | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,901,873 (a)(b) | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3% (c) | |||||
12. | TYPE OF REPORTING PERSON IN |
CUSIP No. 72703H101 | 13G | Page 6 of 10 Pages |
(a) | Represents Holding Units and an equal number of shares of Class B common stock of the Company. Pursuant to the terms of the Exchange Agreement dated as of August 5, 2015, by and among the Company, Pla-Fit Holdings, LLC and the holders from time to time of Holding Units and shares of Class B common stock of the Company, each Holding Unit is convertible (along with an equal number of shares of Class B common stock of the Company) for shares of Class A common stock of the Company on a one-to-one basis and has no expiration date. |
(b) | Includes 3,527,147 Holding Units and 3,527,147 shares of Class B common stock held by The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06; 1,221,163 Holding Units and 1,221,163 shares of Class B common stock held by The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12; and 1,000,000 Holding Units and 1,000,000 shares of Class B common stock held by The Christopher J. Rondeau GRAT II u/d/t dated October 15, 2018; and options to purchase 153,563 shares of Class A common stock that are exercisable within 60 days of December 31, 2018. |
(c) | The calculation assumes that there is a total of 94,071,115 shares of Class A common stock of the Company outstanding, which is the sum of (i) 88,169,242 shares of Class A common stock outstanding as of November 1, 2018, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2018, (ii) 5,748,310 shares of Class A common stock that are issuable in exchange for the 5,748,310 Holding Units and corresponding shares of Class B common stock beneficially owned by Christopher Rondeau, and (iii) 153,563 shares of Class A common stock that are issuable upon the exercise of options to purchase shares of Class A common stock that are exercisable within 60 days of December 31, 2018. |
Item 1(a). | Name of Issuer |
Item 1(b). | Address of Issuer’s Principal Executive Offices |
Item 2(a). | Name of Person Filing |
Item 2(b). | Address of Principal Business Office or, if none, Residence |
CUSIP No. 72703H101 | 13G | Page 7 of 10 Pages |
Item 2(c). | Citizenship |
Item 2(d). | Title of Class of Securities |
Item 2(e). | CUSIP Number |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. |
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). | |
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
(e) | ¨ | An investment adviser in accordance with §13d-1(b)(1)(ii)(E). | |
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F). | |
(g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
(j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
¨ | If this statement is filed pursuant to §240.13d-1(c), check this box. |
CUSIP No. 72703H101 | 13G | Page 8 of 10 Pages |
Item 4. | Ownership |
Item 4(a). | Amount beneficially owned |
Item 4(b). | Percent of Class |
CUSIP No. 72703H101 | 13G | Page 9 of 10 Pages |
Item 4(c). | Number of shares as to which such person has: |
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
CUSIP No. 72703H101 | 13G | Page 10 of 10 Pages |
By: | /s/ Christopher J. Rondeau | |
Christopher J. Rondeau | ||
The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 | ||
By: | /s/ Christopher J. Rondeau | |
Christopher J. Rondeau, as Trustee of The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 | ||
The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 | ||
By: | /s/ Michelle L. Rondeau | |
Michelle L. Rondeau, as Trustee of The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 | ||
By: | /s/ Michael A. Bass | |
Michael A. Bass, as Trustee of The Christopher J. Rondeau Irrevocable GST Trust of 2012, u/d/t 11/08/12 |
The Christopher J. Rondeau GRAT II of 2018 u/d/t October 15, 2018 | ||
By: | /s/ Christopher J. Rondeau | |
Christopher J. Rondeau, as Trustee of The Christopher J. Rondeau GRAT II of 2018 u/d/t October 15, 2018 |