Form 4: Leonard Green & Partners Affiliates Divest Over 11 Million Shares in Life Time Group Holdings Public Offering

Sentiment:

Insider Transaction Report


Affiliates of Leonard Green & Partners, including Green LTF Holdings II LP, have sold a significant block of Life Time Group Holdings, Inc. common stock totaling over 11.6 million shares in a public offering.

Capital raiseThe document details a sale of common stock by the reporting persons as part of a public offering of the Issuer's Common Stock. While this is a capital raise for the selling entities, it is not a direct capital raise by Life Time Group Holdings, Inc. itself, but rather a secondary offering of existing shares.
Worse than expectedThe document reports a significant sale of common stock by major institutional shareholders and deemed directors, which can be interpreted negatively by the market as a reduction in insider holdings and potential lack of confidence.

Summary

  • Green LTF Holdings II LP and its affiliates, including LGP Associates VI-A LLC and LGP Associates VI-B LLC, collectively sold 11,655,582 shares of Life Time Group Holdings, Inc. (LTH) common stock.
  • The shares were sold on June 6, 2025, at a price of $29.38 per share, as part of a public offering of the Issuer's Common Stock.
  • Following these transactions, Green LTF Holdings II LP beneficially owns 29,352,833 shares, LGP Associates VI-A LLC owns 49,716 shares, and LGP Associates VI-B LLC owns 495,488 shares.
  • The reporting persons, including Green LTF Holdings II LP, GEI Capital VI, LLC, Green Equity Investors Side VI, L.P., Green Equity Investors VI, L.P., Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Associates VI-A LLC, LGP Associates VI-B LLC, LGP MANAGEMENT INC, and PERIDOT COINVEST MANAGER LLC, are identified as both Directors and 10% Owners of Life Time Group Holdings, Inc.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a large insider sale by significant shareholders and deemed directors, which can be perceived as a lack of confidence or a move to realize gains, potentially putting downward pressure on the stock price.

Negatives

  • A significant sale of shares by major institutional investors and deemed directors could be perceived by the market as a reduction in their commitment or confidence in the company's future prospects.
  • The large volume of shares sold (over 11.6 million) could exert downward pressure on the stock price due to increased supply in the market.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or operations.

Management Comments

  • The shares of Common Stock were sold pursuant to a public offering of the Issuer's Common Stock which closed on June 6, 2025.

Industry Context

This Form 4 filing details an insider transaction specific to Life Time Group Holdings, Inc. and its major shareholders/deemed directors. It does not provide information on broader industry trends or competitive landscape, focusing solely on changes in beneficial ownership.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Director (Deemed)NALeonard Green & Partners, L.P. and its affiliates (Green LTF Holdings II LP, GEI Capital VI, LLC, Green Equity Investors Side VI, L.P., Green Equity Investors VI, L.P., Green VI Holdings, LLC, LGP Associates VI-A LLC, LGP Associates VI-B LLC, LGP MANAGEMENT INC, PERIDOT COINVEST MANAGER LLC)NAMessrs. John Danhakl and J. Kristofer Galashan, partners of LGP, are members of the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Related Party Transactions

  • The sale of 11,655,582 shares of common stock by Green LTF Holdings II LP and its affiliates constitutes a related party transaction, as these entities are 10% owners and deemed directors of Life Time Group Holdings, Inc.

Stakeholder Impact

  • Shareholders may react to the significant reduction in holdings by a major institutional investor and deemed director, potentially influencing market perception and stock price.
  • The public offering provides liquidity for the selling shareholders (Leonard Green & Partners affiliates).

Key Dates

DateDescription
06/06/2025Date of the common stock sale transaction and closing of the public offering.
06/10/2025Date the Form 4 was signed and filed.

Keywords

Life Time Group Holdings, LTH, SEC Form 4, Insider Sale, Beneficial Ownership, Public Offering, Leonard Green & Partners, Institutional Investor, Share Sale

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