Check the
appropriate box to designate the rule pursuant to which this schedule is filed:
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
13G
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CUSIP No. 72703H101
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Page 2 of 8 Pages
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1.
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NAME OF
REPORTING PERSON
The Marc Grondahl Revocable Trust of 2006, u/d/t
06/01/06
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
New Hampshire
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
5,067,317 (a)
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6.
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SHARED VOTING POWER
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7.
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SOLE DISPOSITIVE POWER
5,067,317 (a)
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,067,317 (a)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.7% (b)
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12.
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TYPE OF REPORTING PERSON
OO
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(a)
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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.
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(b)
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The calculation assumes that there is a total of 65,900,182 shares of Class A common stock of the Company outstanding, which is the sum of (i) 60,832,865 shares of Class A common stock outstanding as of November 22,
2016, as reported in the Company’s prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) on November 18, 2016, and (ii) 5,067,317 shares of Class A common stock that are issuable in exchange for
the 5,067,317 Holding Units and corresponding shares of Class B common stock held by The Marc Grondahl Revocable Trust of 2006, u/d/t 06/01/06.
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13G
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CUSIP No. 72703H101
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Page 3 of 8 Pages
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1.
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NAME OF
REPORTING PERSON
Marc Grondahl
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
5,067,317 (a)(b)
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6.
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SHARED VOTING POWER
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7.
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SOLE DISPOSITIVE POWER
5,067,317 (a)(b)
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,067,317 (a)(b)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.7% (c)
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12.
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TYPE OF REPORTING PERSON
IN
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(a)
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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.
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(b)
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Consists of 5,067,317 Holding Units and 5,067,317 shares of Class B common stock held by The Marc Grondahl Revocable Trust of 2006, u/d/t 06/01/06.
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(c)
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The calculation assumes that there is a total of 65,900,182 shares of Class A common stock of the Company outstanding, which is the sum of (i) 60,832,865 shares of Class A common stock outstanding as of November 22,
2016, as reported in the Company’s prospectus supplement filed with the Commission on November 18, 2016, and (ii) 5,067,317 shares of Class A common stock that are issuable in exchange for the 5,067,317 Holding Units and corresponding shares of
Class B common stock beneficially owned by Marc Grondahl.
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Item 1(a).
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Name
of
Issuer
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The name of the issuer to which this filing on Schedule
13G relates is Planet Fitness, Inc. (the “Company”).
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Item 1(b).
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Address
of
Issuer’s
Principal
Executive
Offices
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The principal executive offices of the Company are located at 26 Fox Run Road, Newington, New Hampshire 03801.
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Item 2(a).
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Name
of
Person
Filing
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This statement is being filed on behalf of
The Marc Grondahl Revocable Trust of 2006, u/d/t 06/01/06 (“Grondahl Trust”) and Marc Grondahl (collectively, the “Reporting Persons”). Mr. Grondahl is the sole trustee of the Grondahl Trust.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2017, pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934.
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Item 2(b).
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Address
of
Principal
Business
Office
or,
if
none,
Residence
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The principal business address of the Reporting Persons is 26 Fox Run Road, Newington, NH 03801.
The citizenship of the Grondahl Trust is New Hampshire.
The citizenship of Mr. Grondahl is the United States.
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Item 2(d).
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Title
of
Class
of
Securities
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The class of equity
securities of the Company to which this filing on Schedule 13G relates is Class A common stock, par value $0.0001 per share.
The CUSIP number of the Company’s Class A common stock is
72703H101.
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Item 3.
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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.
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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☐
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An investment adviser in accordance with
§13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).
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(g)
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☐
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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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).
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(j)
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☐
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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☐
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If this statement is filed pursuant to §240.13d-1(c), check this box
.
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Item 4(a).
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Amount
beneficially
owned
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This Schedule 13G is being filed on behalf of
the Reporting Persons. As of the close of business on December 31, 2016, the following shares were held by the Reporting Persons:
The Grondahl Trust held 5,067,317 Holding Units and 5,067,317 shares of Class B common stock of the Company, representing approximately
7.7% of (i) the Company’s outstanding shares of Class A common stock and (ii) shares of Class A common stock issuable in exchange for the Holding Units and shares of Class B common stock directly held by the Grondahl
Trust.
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.
As a result of the foregoing and the relationships described in 2(a), the Reporting Persons may be deemed to beneficially own in the aggregate
5,067,317 shares of Class A common stock of the Company, which represents the number of shares of Class A common stock that would be received in the aggregate by the Reporting Persons upon exchange of all of the Holding Units and shares of
Class B common stock beneficially owned by the Reporting Persons. The 5,067,317 shares of Class A common stock represents approximately 7.7% of the total number of outstanding shares of Class A common stock (based on a total of
65,900,182 shares of Class A common stock of the Company outstanding, which is the sum of (i) 60,832,865 shares of Class A common stock outstanding as of November 22, 2016, as reported in the Company’s prospectus supplement filed
with the Commission on November 18, 2016, and (ii) 5,067,317 shares of Class A common stock that are issuable in exchange for the 5,067,317 Holding Units and corresponding shares of Class B common stock beneficially owned by the
Reporting Persons).
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Item 4(b).
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Percent
of
Class
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See Item 4(a) hereof.
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Item 4(c).
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Number
of
shares
as
to
which
such
person
has
:
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(i)
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sole power to vote or to direct the vote:
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5,067,317 Holding Units and 5,067,317 shares of
Class B common stock.
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(ii)
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shared power to vote or to direct the vote:
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(iii)
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sole power to dispose or to direct the disposition of:
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5,067,317 Holding Units and 5,067,317
shares of Class B common stock.
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(iv)
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shared power to dispose or to direct the disposition of:
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Item 5.
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Ownership
of
Five
Percent
or
Less
of
a
Class
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Not Applicable.
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Item 6.
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Ownership
of
More
than
Five
Percent
on
Behalf
of
Another
Person
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Not Applicable.
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Item 7.
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Identification
and
Classification
of
the
Subsidiary
which
Acquired
the
Security
Being
Reported
on
by
the
Parent
Holding
Company
:
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Not Applicable.
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Item 8.
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Identification
and
Classification
of
Members
of
the
Group
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Not Applicable.
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Item 9.
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Notice
of
Dissolution
of
Group
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Not Applicable.
Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: February 13, 2017
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By:
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/s/ Marc Grondahl
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Marc Grondahl
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The Marc Grondahl Revocable Trust of 2006, u/d/t 06/01/06
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By:
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/s/ Marc Grondahl
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Marc Grondahl, as Trustee of The Marc Grondahl Revocable Trust of 2006, u/d/t 06/01/06
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Exhibit A
Agreement Regarding the Joint Filing of Schedule 13G
The undersigned hereby agree as follows:
(i)
Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that
such information is inaccurate.
Dated: February 13, 2017
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By:
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/s/ Marc Grondahl
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Marc Grondahl
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The Marc Grondahl Revocable Trust of 2006, u/d/t 06/01/06
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By:
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/s/ Marc Grondahl
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Marc Grondahl, as Trustee of The Marc Grondahl Revocable Trust of 2006, u/d/t 06/01/06
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