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Life Time Group Holdings, Inc.
LTH
Amendment
Ownership

13.60%

Total Shares

29,898,037

Issuer CIK

1869198

CUSIP

53190C102

Event Date

Jun 5, 2025

Accepted

Jun 10, 2025, 04:15 PM

SEC EDGARView Original Filing
Reporting Persons (10)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Green LTF Holdings II LP
Partnership
13.60%29,898,037029,898,037
Green Equity Investors VI, L.P.
Partnership
13.60%29,898,037029,898,037
Green Equity Investors Side VI, L.P.
Partnership
13.60%29,898,037029,898,037
LGP Associates VI-A LLC
Other
13.60%29,898,037029,898,037
LGP Associates VI-B LLC
Other
13.60%29,898,037029,898,037
GEI Capital VI, LLC
Other
13.60%29,898,037029,898,037
Green VI Holdings, LLC
Other
13.60%29,898,037029,898,037
Leonard Green & Partners, L.P.
Partnership
13.60%29,898,037029,898,037
LGP Management, Inc.
CO
13.60%29,898,037029,898,037
Peridot Coinvest Manager LLC
Other
13.60%29,898,037029,898,037
Disclosure Items (6)

Security Title

Common Stock, $0.01 par value per share

Issuer Name

Life Time Group Holdings, Inc.

Issuer Address

2902 Corporate Place, Chanhassen, MN, 55317

Item 2(a) of the Initial Statement is hereby amended and supplemented by replacing the first sentence of the second paragraph with the following: As of the date of this statement, (i) Green LTF is the record owner of 29,352,833 shares of Common Stock, (ii) Associates VI-A is the record owner of 49,716 shares of Common Stock, and (iii) Associates VI-B is the record owner of 495,488 shares of Common Stock.

Item 4 of the Initial Statement is hereby amended and supplemented by adding the following at the end of Item 4 of the Initial Statement: June 2025 Public Offering On June 5, 2025, in connection with a registered public offering (the "June 2025 Public Offering") of Common Stock by certain stockholders of the Issuer, Green LTF, Associates VI-A and Associates VI-B, together with the other selling stockholders named therein, entered into an underwriting agreement (the "June 2025 Underwriting Agreement") with the Issuer and J.P. Morgan Securities LLC and BofA Securities, Inc. (the "June 2025 Underwriters"). Pursuant to the June 2025 Underwriting Agreement, on June 5, 2025, Green LTF, Associates VI-A and Associates VI-B sold 11,443,038, 19,381 and 193,163 shares of Common Stock, respectively, at a price of $29.38 per share. June 2025 Lock-up Agreement In connection with the June 2025 Public Offering, Green LTF, Associates VI-A and Associates VI-B entered into a lock-up agreement (the "June 2025 Lock-up Agreement") with the June 2025 Underwriters. Under the June 2025 Lock-up Agreement, Green LTF, Associates VI-A and Associates VI-B agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for 60 days from the date of the June 2025 Underwriting Agreement. The foregoing descriptions of the June 2025 Underwriting Agreement and the June 2025 Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the June 2025 Underwriting Agreement, which includes the form of the June 2025 Lock-up Agreement as an exhibit, and which is incorporated by reference to Item 7.

Percentage of Class

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, Green LTF holds 29,352,833 shares of Common Stock, representing approximately 13.4% of the issued and outstanding shares of Common Stock, Associates VI-A holds 49,716 shares of Common Stock, representing approximately 0.0% of the issued and outstanding shares of Common Stock and Associates VI-B holds 495,488 shares of Common Stock, representing approximately 0.2% of the issued and outstanding shares of Common Stock. Ownership percentages set forth in this Schedule 13D are based upon a total of 219,417,165 shares of Common Stock outstanding as of May 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 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.

Number of Shares

See Item 5(a) above.

Transactions

On June 6, 2025, pursuant to the June 2025 Underwriting Agreement, Green LTF, Associates VI-A and Associates VI-B sold 11,443,038, 19,381 and 193,163 shares of Common Stock, respectively, at a price of $29.38 per share in the June 2025 Public Offering.

Shareholders

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.

Date of 5% Ownership

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 June 2025 Underwriting Agreement and the June 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 June 5, 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 June 6, 2025)