Life Time Group Holdings Inc.

11/13/2024 | Press release | Distributed by Public on 11/13/2024 15:37

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TPG GP A, LLC
2. Issuer Name and Ticker or Trading Symbol
Life Time Group Holdings, Inc. [LTH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
301 COMMERCE STREET, SUITE 3300 		3. Date of Earliest Transaction (Month/Day/Year)
11/11/2024
(Street)
FORT WORTH, TX 76102 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/11/2024 S 2,678,525 D $24.18 36,816,205 I See Explanation of Responses(1)(2)(3)(4)(5)(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPG GP A, LLC
301 COMMERCE STREET
SUITE 3300
FORT WORTH, TX 76102 		X
BONDERMAN DAVID
301 COMMERCE STREET
SUITE 3300
FORT WORTH, TX 76102 		X
COULTER JAMES G
301 COMMERCE STREET
SUITE 3300
FORT WORTH, TX 76102 		X
WINKELRIED JON
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 		X

Signatures

/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (7) 11/13/2024
**Signature of Reporting Person Date
/s/ Gerald Neugebauer, on behalf of David Bonderman (7)(8) 11/13/2024
**Signature of Reporting Person Date
/s/ Gerald Neugebauer, on behalf of James G. Coulter (7)(8) 11/13/2024
**Signature of Reporting Person Date
/s/ Gerald Neugebauer, on behalf of Jon Winkelried (7)(8) 11/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.
(2) TPG Inc. is the managing member of TPG GPCo, LLC, which is the sole member TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of each of (i) TPG Holdings III-A, LLC and (ii) TPG Holdings I-A, LLC.
(3) TPG Holdings III-A, LLC is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is the sole member of each of (i) TPG VII Magni GenPar Advisors, LLC, which is the general partner of TPG VII Magni GenPar, L.P., which is the general partner of TPG VII Magni SPV, L.P., which directly holds 32,174,127 shares of common stock ("Common Stock") of Life Time Group Holdings, Inc. (the "Issuer"), and (ii) TPG Lonestar GenPar I Advisors, LLC, which is the general partner of TPG Lonestar GenPar I, L.P., which is the general partner of TPG Lonestar I, L.P., which directly holds 223,416 shares of Common Stock.
(4) TPG Holdings I-A, LLC is the general partner of TPG Operating Group I, L.P, which is the sole member of TPG GenPar VII Advisors, LLC, which is the general partner of TPG GenPar VII, L.P., which is the sole member of TPG VII SPV GP, LLC, which is the general partner of TPG VII Magni Co-Invest, L.P. (together with TPG VII Magni SPV, L.P. and TPG Lonestar I, L.P., the "TPG Funds"), which directly holds 4,418,662 shares of Common Stock.
(5) Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
(6) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Gerald Neugebauer is signing on behalf of Messrs. Bonderman, Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.