Life Time Group Holdings Inc.

08/16/2024 | Press release | Distributed by Public on 08/16/2024 19:10

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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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1. Name and Address of Reporting Person *
Partners Group Private Equity (Master Fund), 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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
/ Member of 10% Owner Group
(Last) (First) (Middle)
C/O PARTNERS GROUP (USA) INC. , 1114 AVENUE OF THE AMERICAS, 37TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NEW YORK NY 10036
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Partners Group Private Equity (Master Fund), LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY10036


Member of 10% Owner Group
Partners Group Private Equity II, LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY10036


Member of 10% Owner Group
Partners Group Series Access II, LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY10036


Member of 10% Owner Group
Partners Group Access 83 PF LP
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY10036


Member of 10% Owner Group

Signatures

By: /s/Janel Gruber-Stevens, Authorized Signatory of Partners Group (USA) Inc., investment manager of Partners Group Private Equity (Master Fund), LLC 2024-08-16
**Signature of Reporting Person Date
By: /s/ Hayley Elliot, Authorized Signatory of Partners Group (USA) Inc., investment manager of Partners Group Private Equity (Master Fund), LLC 2024-08-16
**Signature of Reporting Person Date
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC 2024-08-16
**Signature of Reporting Person Date
By: /s/ Hayley Elliot, Authorized Signatory of Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC 2024-08-16
**Signature of Reporting Person Date
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group US Management II LLC, manager of Partners Group Series Access II, LLC, Series 61 2024-08-16
**Signature of Reporting Person Date
By: /s/ Hayley Elliot, Authorized Signatory of Partners Group US Management II LLC, manager of Partners Group Series Access II, LLC, Series 61 2024-08-16
**Signature of Reporting Person Date
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP 2024-08-16
**Signature of Reporting Person Date
By: /s/ Hayley Elliot, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP 2024-08-16
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) Reflects shares of Common Stock of Life Time Group Holdings, Inc. (the "Issuer"), par value $0.01 per share ("Common Stock"), sold pursuant to a public offering of the Issuer's Common Stock which closed on August 14, 2024 (the "Offering"), including full exercise of the option granted to the underwriters to acquire additional shares.
(2) Represents 342,285 shares sold by Partners Group Private Equity (Master Fund), LLC ("PG Master Fund"), 752 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 23,622 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 283,341 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61").
(3) 3,122,345 of such shares of Common Stock are directly held by PG Master Fund, 6,862 of such shares are directly held by PG PE II, 215,482 of such shares are directly held by PG Access 83 and 2,584,659 of such shares are directly held by PG Series 61.
(4) The investment manager of PG Master Fund is Partners Group (USA) Inc. ("PG USA"). PG USA, PG PE II, PG Access 83 and PG Series 61 are indirectly controlled by Partners Group Holding AG. Each of PG Master Fund, PG PE II, PG Access 83 and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.
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