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| CUSIP No. 53190C102 |
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13D |
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Page
12
of 15 |
| Item 1. |
Security and Issuer. |
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on October 22, 2021 (the “Initial
Statement” and, as further amended by this Amendment, the “Schedule 13D”), and relates to the common stock, $0.01 par value per share (the “Common Stock”), of Life Time Group Holdings, Inc. (the “Issuer”).
Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Initial Statement and unless amended hereby, all information in the Initial Statement remains in effect.
| Item 2. |
Identity and Background. |
Item 2 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 54,160,712 shares of Common Stock, (ii), Associates VI-A is the record owner of 91,733
shares of Common Stock, and (iii) Associates VI-B is the record owner of 914,255 shares of Common Stock.
| Item 4. |
Purpose of Transaction. |
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:
August 2024 Public Offering
On August 12, 2024, in
connection with a registered public offering (the “August 2024 Public Offering”) of Common Stock by the Issuer and 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 “August 2024 Underwriting Agreement”) with the Issuer and Morgan Stanley & Co. LLC and
BofA Securities, Inc. as representatives of the several underwriters listed on Schedule II to the Underwriting Agreement (the “August 2024 Underwriters”). Pursuant to the August 2024 Underwriting Agreement, on August 14, 2024, Green
LTF, Associates VI-A and Associates VI-B sold 3,509,808, 5,945 and 59,247 shares of Common Stock, respectively, at a price of $20.88 per share.
August 2024 Lock-up Agreement
In connection with the August 2024 Public Offering, Green LTF, Associates VI-A and Associates VI-B entered into a lock-up agreement (the “August 2024 Lock-up Agreement”) with the August 2024 Underwriters. Under the
August 2024 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 90 days from the date of the 2024 Underwriting Agreement.
The foregoing
descriptions of the August 2024 Underwriting Agreement and the August 2024 Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the August 2024
Underwriting Agreement, which includes the form of the August 2024 Lock-up Agreement as an exhibit, and which is incorporated by reference to Item 7.
| Item 5. |
Interest in Securities of the Issuer |
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.
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| Reporting Persons |
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Shared
Beneficial
Ownership
(Voting and
Dispositive
Power) |
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Percentage
of Class
Beneficially
Owned* |
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| Green LTF |
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55,166,700 |
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26.9 |
% |
| Associates VI-A |
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55,166,700 |
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26.9 |
% |
| Associates VI-B |
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55,166,700 |
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26.9 |
% |
| Other Reporting Persons |
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55,166,700 |
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26.9 |
% |
| * |
Ownership percentages set forth in this Schedule 13D are based upon a total of 205,051,970 shares of Common
Stock outstanding after completion of the August 2024 Public Offering, as reported by the Issuer in the prospectus supplement relating to the August 2024 Public Offering, filed with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act on August 13, 2024. |