CLUB Town Sports International Holdings Inc

The following constitutes Amendment No. 19 to the Schedule 13D filed by the undersigned (“Amendment No. 19”). This Amendment No. 19 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The 1,271,182 Shares purchased by Atlas Fund III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

The aggregate purchase price of the 1,271,182 Shares directly owned by Atlas Fund III is approximately $5,682,164, excluding brokerage commissions.

Atlas Fund II has agreed to purchase 2,800,000 Shares, subject to closing, pursuant to the SPA (as defined below).

Other than 2,116,257 Shares (including 998,543 unvested restricted Shares) awarded to Mr. Walsh in connection with his service as an officer and director of the Issuer, the Shares directly owned by Mr. Walsh were purchased with personal funds. The aggregate purchase price of the 1,015,060 Shares purchased by Mr. Walsh is approximately $3,037,554, excluding brokerage commissions.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 29,415,948 Shares outstanding as of the date hereof, which is the total number of Shares outstanding based on information provided by the Issuer.

As of the close of business on the date hereof, Atlas Fund III beneficially owns directly 1,271,182 Shares, Atlas Fund II may be deemed to beneficially own 2,800,000 Shares that it has agreed to purchase, subject to closing, pursuant to the SPA (the “SPA Shares”), and Mr. Walsh beneficially owns directly 3,131,317 Shares (including 998,543 unvested restricted Shares), constituting approximately 4.3%, 9.5% and 10.6%, respectively, of the Shares outstanding.

Atlas Fund GP, as the general partner of Atlas Fund III and Atlas Fund II, may be deemed to beneficially own the 1,271,182 Shares directly beneficially owned by Atlas Fund III and the 2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas Fund II, constituting approximately 13.8% of the Shares outstanding.

PW Capital Management, as the investment manager with respect to Atlas Fund III and Atlas Fund II, may be deemed to beneficially own the 1,271,182 Shares directly beneficially owned by Atlas Fund III and the 2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas Fund II, constituting approximately 13.8% of the Shares outstanding.

Mr. Walsh, as the Managing Member and Chief Executive Officer of Atlas Fund GP and the Managing Member of PW Capital Management, may be deemed to beneficially own the 1,271,182 Shares that may be deemed to be beneficially owned by Atlas Fund GP and PW Capital Management and the 2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas Fund GP and PW Capital Management, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 7,202,499 Shares or approximately 24.5% of the Shares outstanding.

(b)       Each of Atlas Fund III, Atlas Fund GP, PW Capital Management and Mr. Walsh may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by Atlas Fund III.

Each of Atlas Fund II, Atlas Fund GP, PW Capital Management and Mr. Walsh may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the SPA Shares that may be deemed to be beneficially owned by Atlas Fund II.

Mr. Walsh has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 2,132,774 Shares beneficially owned directly by him and the sole power to vote or direct the vote of an additional 998,543 unvested restricted Shares beneficially owned directly by him.

(c)       On December 13, 2019, Mr. Walsh received 609,375 restricted Shares in his capacity as an officer of the Issuer. These restricted Shares will vest in three equal annual installments commencing on December 13, 2020, the first anniversary of the grant date.

Item 6 is hereby amended to add the following:

As previously disclosed, on December 11, 2019, Atlas Fund II entered into a Stock Purchase Agreement (the “SPA”) with HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora”) pursuant to which Atlas Fund II agreed to purchase 2,800,000 SPA Shares from HG Vora for $1.50 per Share, subject to the closing conditions set forth therein. As previously disclosed, the closing of the SPA was delayed as additional time is needed to effectuate certain mechanics involving the transfer of the SPA Shares. As of the date hereof, the closing of the SPA is still pending.

As previously disclosed, on December 11, 2019, Atlas Fund II entered into a Call Option Agreement with HG Vora pursuant to which HG Vora granted Atlas Fund II an irrevocable option to purchase from HG Vora up to 1,500,000 Shares at an exercise price of $1.50 per Share (the “Option”). The Option was not exercised by Atlas Fund II and it expired in accordance with its terms on December 23, 2019.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: December 27, 2019