Life Time Group Holdings, Inc.
1.10%
2,351,867
1869198
53190C102
Mar 2, 2025
Mar 5, 2025, 04:05 PM
Reporting Persons (4)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Partners Group Private Equity (Master Fund), LLC | Investment Company | 1.10% | 2,351,867 | 0 | 2,351,867 |
| Partners Group Series Access II, LLC, Series 61 | Other | 0.90% | 1,946,862 | 0 | 1,946,862 |
| Partners Group Access 83 PF LP | Partnership | 0.10% | 162,309 | 0 | 162,309 |
| Partners Group Private Equity II, LLC | Other | 0.00% | 5,169 | 0 | 5,169 |
Disclosure Items (5)
Common Stock, $0.01 par value per share
Life Time Group Holdings, Inc.
2902 Corporate Place, Chanhassen, MN, 55317
Item 5 of the Initial Statement is hereby amended and restated as follows: The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. As of the date hereof, PG Master Fund holds 2,351,867 shares of Common Stock, representing approximately 1.1% of the issued and outstanding shares of Common Stock, PG PE II holds 5,169 shares of Common Stock, representing approximately 0.0% of the issued and outstanding shares of Common Stock, PG Series 61 holds 1,946,862 shares of Common Stock, representing approximately 0.9% of the issued and outstanding shares of Common Stock and PG Access 83 holds 162,309 shares of Common Stock, representing approximately 0.1% of the issued and outstanding shares of Common Stock. Ownership percentages set forth in this Schedule 13D are based upon a total of 215,981,424 shares of Common Stock outstanding after completion of the February 2025 Public Offering, as reported by the Issuer in the prospectus supplement relating to the February 2025 Public Offering, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on February 28, 2025. 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.
See Item 5(a) above.
On March 3, 2025, pursuant to the February 2025 Underwriting Agreement, PG Master Fund, PG PE II, PG Series 61 and PG Access 83 sold 558,721, 1,228, 462,506 and 38,559 shares of Common Stock, respectively, at a price of $30.13 per share in the February 2025 Public Offering.
Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, any of the shares of Common Stock beneficially owned by the Reporting Persons as described in this Item 5.
Not applicable.
Item 6 of the Initial Statement is hereby amended and supplemented by adding the following at the end of Item 6 of the Schedule 13D: The descriptions of the February 2025 Underwriting Agreement and the February 2025 Lock-Up Agreement in Item 4 above are hereby incorporated by reference into this Item 6.
Item 7 of this Schedule 13D is hereby amended and supplemented as follows: 4. Underwriting Agreement, dated February 27, 2025 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 3, 2025)