Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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 ^* KENNEDY LEWIS MANAGEMENT LP	2. Issuer Name and Ticker or Trading Symbol TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUBQ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 111 WEST 33RD STREET, SUITE 1910	3. Date of Earliest Transaction (MM/DD/YYYY) 12/28/2020
(Street) NEW YORK, NY 10120 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/28/2020		J⁽¹⁾		31041265	A	⁽¹⁾	31041265	I	By Fitness TSI Fund II LLC ⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	12/28/2020		J⁽¹⁾		10494218	A	⁽¹⁾	14694218	I	By Fitness TSI, LLC ⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	On December 28, 2020 (the "Closing Date"), Town Sports International Holdings, Inc. (the "Issuer") entered into a credit agreement (the "Credit Agreement") with the several lenders party thereto that are investment funds for which Kennedy Lewis Management LP (the "Adviser") serves as investment manager (the "Lenders") and Alter Domus (US) LLC, as administrative agent. As compensation for the Lenders providing the loans and related commitments pursuant to the Credit Agreement, on the Closing Date, Fitness TSI Fund II LLC ("TSI II"), a private investment fund for which the Adviser serves as investment manager, received 31,041,265 shares of common stock and Fitness TSI, LLC ("TSI", and together with TSI II, the "Funds"), a private investment fund for which the Adviser serves as investment manager, received 10,494,218 shares of common stock from the Issuer.
(2)	These shares of common stock of the Issuer are held for the account of TSI II, a private investment fund for which the Adviser serves as investment manager.
(3)	These shares of common stock of the Issuer are held for the account of TSI, a private investment fund for which the Adviser serves as investment manager.
(4)	The Adviser may be deemed to beneficially own the shares of common stock of the Issuer held by the Funds because the Adviser has been delegated voting and investment power over such shares. KLM GP LLC ("KLM") may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the general partner of the Adviser.
(5)	[continued from Footnote 4] In addition, Kennedy Lewis Investment Management LLC ("Kennedy Lewis Management") may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the owner and control person of KLM. Further, Darren Richman and David Chene may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the managing members and control persons of Kennedy Lewis Management.
(6)	For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman and Mr. Chene disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman or Mr. Chene is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:
David Chene, a managing member of Kennedy Lewis Investment Management LLC, Brian Dubin, a partner at the Adviser, and Doug Logigian, a partner at the Adviser, each serve, or in the case of Mr. Logigian, will serve, on the Board of Directors of Town Sports International Holdings, Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Mr. Chene are deemed directors by deputization of the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KENNEDY LEWIS MANAGEMENT LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120	X	X
KLM GP LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120	X	X
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120	X	X
Richman Darren 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120	X	X
CHENE DAVID 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120	X	X

Signatures
KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer		12/30/2020
^**Signature of Reporting Person		Date
KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer		12/30/2020
^**Signature of Reporting Person		Date
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer		12/30/2020
^**Signature of Reporting Person		Date
DARREN RICHMAN, Name: /s/ Darren Richman		12/30/2020
^**Signature of Reporting Person		Date
DAVID CHENE, Name: /s/ David Chene		12/30/2020
^**Signature of Reporting Person		Date