SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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*
FITNESS TSI, LLC

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

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/28/2020
3. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUBQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 14,694,218 D(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares of common stock of Town Sports International Holdings, Inc. (the "Issuer") are held for the account of Fitness TSI, LLC ("TSI"), a private investment fund for which Kennedy Lewis Management LP (the "Adviser") serves as investment manager. The Adviser may be deemed to beneficially own the shares of common stock of the Issuer held by TSI 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 TSI as the general partner of the Adviser. 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 TSI as the owner and control person of KLM.
2. (cont' from Footnote 1) 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 TSI as the managing members and control persons of Kennedy Lewis Management. 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 TSI 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 Kennedy Lewis Management LP (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 its representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Fitness TSI, LLC is deemed a director by deputization of the Issuer.
FITNESS TSI, LLC, By: Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 01/05/2021
** 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 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).
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