Christopher Rondeau - Dec 6, 2023 Form 4 Insider Report for Planet Fitness, Inc. (PLNT)

Role
Director
Signature
/s/ Justin Vartanian, Attorney-in-Fact
Stock symbol
PLNT
Transactions as of
Dec 6, 2023
Transactions value $
-$66,550,000
Form type
4
Date filed
12/8/2023, 08:58 AM
Previous filing
Oct 4, 2023
Next filing
Jan 4, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PLNT Class A common stock Conversion of derivative security $0 +964K +2654.44% $0.00 1M Dec 6, 2023 By Trust F1, F2
transaction PLNT Class A common stock Sale -$66.6M -1M -100% $66.55 0 Dec 6, 2023 By Trust F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PLNT Holding Units and Class B common stock Conversion of derivative security $0 -964K -67.71% $0.00 460K Dec 6, 2023 Class A common stock 964K By Trust F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 6, 2023, for purposes of financial planning and diversification, the Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 exchanged 963,695 Common Units of Pla-Fit Holdings, LLC ("Holding Units") and 963,695 shares of Class B common stock of Planet Fitness, Inc. (the "Company") for 963,695 shares of Class A common stock of the Company, and substantially simultaneously sold all 963,695 shares of Class A common stock of the Company along with 36,305 previously held shares of Class A common stock of the Company in a private placement sale.
F2 Following the transactions described herein, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 holds 459,638 Holdings Units and corresponding shares of Class B common stock.
F3 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, The Christopher J. Rondeau Revocable Trust of 2006, u/d/t 05/15/06 may exchange all or a portion of its Holding Units (along with an equal number of its Class B Shares) for shares of Class A common stock of the Company on a one-to-one basis. The Holding Units do not expire and the holders thereof are not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the Company's stockholders but does not entitle the holder to any of the economic rights associated with shares of the Company's Class A common stock.

Remarks:

Justin Vartanian is signing on behalf of Mr. Rondeau pursuant to a Power of Attorney dated July 29, 2015, which was previously filed with the Securities and Exchange Commission.