SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KENNEDY LEWIS MANAGEMENT LP

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUBQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2020
4. If Amendment, Date of 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
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
Common Stock 12/28/2020 J(1) 31,041,265 A (1) 31,041,265 I By Fitness TSI Fund II LLC(2)(4)(5)(6)
Common Stock 12/28/2020 J(1) 10,494,218 A (1) 14,694,218 I By Fitness TSI, LLC(3)(4)(5)(6)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
KENNEDY LEWIS MANAGEMENT LP

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KLM GP LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Richman Darren

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHENE DAVID

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
Explanation of Responses:
1. On December 28, 2020 (the "Closing Date"), Town Sports International Holdings, Inc. (the "Issuer") entered into a credit agreement (the "Credit Agreement") with the several lenders party thereto that are investment funds for which Kennedy Lewis Management LP (the "Adviser") serves as investment manager (the "Lenders") and Alter Domus (US) LLC, as administrative agent. As compensation for the Lenders providing the loans and related commitments pursuant to the Credit Agreement, on the Closing Date, Fitness TSI Fund II LLC ("TSI II"), a private investment fund for which the Adviser serves as investment manager, received 31,041,265 shares of common stock and Fitness TSI, LLC ("TSI", and together with TSI II, the "Funds"), a private investment fund for which the Adviser serves as investment manager, received 10,494,218 shares of common stock from the Issuer.
2. These shares of common stock of the Issuer are held for the account of TSI II, a private investment fund for which the Adviser serves as investment manager.
3. These shares of common stock of the Issuer are held for the account of TSI, a private investment fund for which the Adviser serves as investment manager.
4. The Adviser may be deemed to beneficially own the shares of common stock of the Issuer held by the Funds because the Adviser has been delegated voting and investment power over such shares. KLM GP LLC ("KLM") may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the general partner of the Adviser.
5. [continued from Footnote 4] In addition, Kennedy Lewis Investment Management LLC ("Kennedy Lewis Management") may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the owner and control person of KLM. Further, Darren Richman and David Chene may be deemed to exercise voting and investment power over and thus have beneficial ownership of such shares of common stock of the Issuer held by the Funds as the managing members and control persons of Kennedy Lewis Management.
6. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman and Mr. Chene disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis Management, Mr. Richman or Mr. Chene is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Remarks:
David Chene, a managing member of Kennedy Lewis Investment Management LLC, Brian Dubin, a partner at the Adviser, and Doug Logigian, a partner at the Adviser, each serve, or in the case of Mr. Logigian, will serve, on the Board of Directors of Town Sports International Holdings, Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Mr. Chene are deemed directors by deputization of the Issuer.
KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 12/30/2020
KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 12/30/2020
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 12/30/2020
DARREN RICHMAN, Name: /s/ Darren Richman 12/30/2020
DAVID CHENE, Name: /s/ David Chene 12/30/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                    Exhibit 99.1

                         Form 4 Joint Filer Information

Name:                                   KLM GP LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      12/28/2020


Name:                                   Kennedy Lewis Investment Management
                                        LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      12/28/2020


Name:                                   Darren Richman

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      12/28/2020


Name:                                   David Chene

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      12/28/2020