SCHEDULE: TPG Reduces Life Time Group Stake to 8.1% After Share Sale
Beneficial Ownership Amendment
TPG Funds sold over 3.5 million shares of Life Time Group Holdings, Inc. common stock, reducing their beneficial ownership to 8.1%.
Summary
- TPG Funds, including TPG VII Magni SPV, L.P., TPG Lonestar I, L.P., and TPG VII Magni Co-Invest, L.P., sold an aggregate of 3,573,836 shares of Life Time Group Holdings, Inc. Common Stock.
- The sale occurred on September 11, 2025, at a price of $28.95 per share, pursuant to Rule 144 under the Securities Act of 1933.
- Following this transaction, the Reporting Persons (TPG GP A, LLC, James G. Coulter, and Jon Winkelried) beneficially own 17,830,652 shares of Common Stock.
- This beneficial ownership represents approximately 8.1% of the 219,996,102 total shares of Common Stock outstanding as of July 31, 2025.
- This filing is Amendment No. 6 to the original Schedule 13D filed on October 22, 2021, updating the beneficial ownership information.
Sentiment
Score: 4
Explanation: The filing reports a significant reduction in TPG's beneficial ownership of Life Time Group Holdings, Inc. common stock through a sale of over 3.5 million shares. While this is a portfolio management decision for TPG, a major investor reducing its stake can be perceived negatively by the market, potentially indicating a less optimistic outlook or a strategic reallocation of capital away from the issuer.
Negatives
- Significant reduction in beneficial ownership by a major institutional investor (TPG Funds) from a previously higher stake to 8.1%, which can be perceived as a negative signal by the market regarding long-term conviction or a strategic reallocation of capital.
Future Outlook
No future outlook or guidance provided by Life Time Group Holdings, Inc. in this filing.
Industry Context
This filing primarily concerns an institutional investor's portfolio management decision to reduce its stake in Life Time Group Holdings, Inc. It does not provide information related to broader industry trends or the competitive landscape for Life Time Group Holdings, Inc.
Stakeholder Impact
- Shareholders: Potential negative sentiment due to a major investor reducing its stake, which could lead to downward pressure on the share price.
- TPG Funds: Realization of value from their investment in Life Time Group Holdings, Inc.
Key Dates
| Date | Description |
|---|---|
| 2021-10-22 | Original Schedule 13D filed by Reporting Persons. |
| 2022-01-18 | Amendment No. 1 to Schedule 13D filed. |
| 2024-01-10 | Authorization and designation letters for Gerald Neugebauer to sign on behalf of Mr. Coulter and Mr. Winkelried. |
| 2024-02-07 | Form 4 filed by Mr. Coulter and Mr. Winkelried referencing authorization letters. |
| 2024-08-16 | Amendment No. 2 to Schedule 13D filed. |
| 2024-11-13 | Amendment No. 3 to Schedule 13D filed. |
| 2025-03-05 | Amendment No. 4 to Schedule 13D filed. |
| 2025-06-10 | Amendment No. 5 to Schedule 13D filed. |
| 2025-07-31 | Date for which 219,996,102 shares of Common Stock outstanding were reported in the Issuer's Form 10-Q. |
| 2025-08-05 | Quarterly Report on Form 10-Q filed by the Issuer. |
| 2025-09-11 | TPG Funds sold 3,573,836 shares of Common Stock. |
| 2025-09-15 | Date of signing of this Amendment No. 6 to Schedule 13D. |
Recommendation
holdThe filing indicates a significant reduction in TPG's beneficial ownership of Life Time Group Holdings, Inc. common stock. While this divestment by a major institutional investor could signal a less favorable outlook or portfolio rebalancing, the filing itself does not provide details on Life Time's operational performance, financial health, or strategic direction. Therefore, without additional fundamental analysis, a 'hold' recommendation is appropriate to observe market reaction and await further company-specific disclosures before making a more definitive investment decision.
Keywords
Life Time Group Holdings, TPG, Schedule 13D, Common Stock, Share Sale, Beneficial Ownership, Institutional Investor, Equity Stake, SEC Filing, LT
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