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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Town Sports International Holdings Inc | NASDAQ:CLUB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.20 | 0.204 | 0.2049 | 0 | 01:00:00 |
*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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CUSIP No. 89214A102
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(1)
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Name of Reporting Persons:
Kennedy Lewis Management LP
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
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||||
(3)
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SEC Use Only:
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||||
(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
Delaware
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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|
Sole Voting Power
45,735,483
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||
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
45,735,483
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|||
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(10)
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Shared Dispositive Power
0
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|||
(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
45,735,483
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||||
(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
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Percent of Class Represented by Amount in Row (11):
56.2%*
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||||
(14)
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Type of Reporting Person (See Instructions):
PN, IA
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*
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Based on 81,442,123 shares of Common Stock of Town Sports International Holdings, Inc. (the “Issuer”) outstanding as of December 28, 2020, based on information received from the Issuer.
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CUSIP No. 89214A102
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(1)
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Name of Reporting Persons:
KLM GP LLC
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||||
(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
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SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
45,735,483
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
45,735,483
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,735,483
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
56.2%*
|
||||
(14)
|
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Type of Reporting Person (See Instructions):
OO, HC
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*
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Based on 81,442,123 shares of Common Stock of the Issuer outstanding as of December 28, 2020, based on information received from the Issuer.
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CUSIP No. 89214A102
|
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(1)
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Name of Reporting Persons:
Kennedy Lewis Investment Management LLC
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||||
(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
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SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
45,735,483
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
45,735,483
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,735,483
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
56.2%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
OO, HC
|
*
|
Based on 81,442,123 shares of Common Stock of the Issuer outstanding as of December 28, 2020, based on information received from the Issuer.
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CUSIP No. 89214A102
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(1)
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Name of Reporting Persons:
Darren Richman
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(2)
|
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
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SEC Use Only:
|
||||
(4)
|
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Source of Funds (See Instructions):
AF
|
||||
(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
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Citizenship or Place of Organization:
USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
45,735,483
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
45,735,483
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,735,483
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
56.2%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
IN, HC
|
*
|
Based on 81,442,123 shares of Common Stock of the Issuer outstanding as of December 28, 2020, based on information received from the Issuer.
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CUSIP No. 89214A102
|
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(1)
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Name of Reporting Persons:
David Chene
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||||
(2)
|
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
|
||||
(6)
|
|
Citizenship or Place of Organization:
USA
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
45,735,483
|
||
|
(8)
|
|
Shared Voting Power
0
|
|||
|
(9)
|
|
Sole Dispositive Power
45,735,483
|
|||
|
(10)
|
|
Shared Dispositive Power
0
|
|||
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,735,483
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
56.2%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
IN, HC
|
*
|
Based on 81,442,123 shares of Common Stock of the Issuer outstanding as of December 28, 2020, based on information received from the Issuer.
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ITEM 2.
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IDENTITY AND BACKGROUND
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(a)
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The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:
|
1.
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Kennedy Lewis Management LP (the “Adviser”)
|
2.
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KLM GP LLC (“KLM”)
|
3.
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Kennedy Lewis Investment Management LLC (“Kennedy Lewis Management”)
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4.
5.
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Darren Richman
David Chene
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1.
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The Adviser – Delaware
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2.
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KLM – Delaware
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3.
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Kennedy Lewis Management – Delaware
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4.
5.
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Darren Richman – United States
David Chene – United States
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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ITEM 4.
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PURPOSE OF TRANSACTION
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated herein by reference.
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The Credit Agreement is incorporated by reference as Exhibit 99.1 hereto and is incorporated by reference herein.
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The Registration Rights Agreement is incorporated by reference as Exhibit 99.2 and is incorporated by reference herein.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit
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Description
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99.1
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Credit Agreement, dated as of December 28, 2020, by and among Town Sports International Holdings, Inc., the several lenders from time to time party thereto and Alter Domus (US) LLC (incorporated by reference to
Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 29, 2020).
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99.2
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Registration Rights Agreement, dated as of December 28, 2020, by and among Town Sports International Holdings, Inc. and the holders party thereto (incorporated by reference to Exhibit 4.1 to the Issuer’s Current
Report on Form 8-K filed with the SEC on December 29, 2020).
|
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KENNEDY LEWIS MANAGEMENT LP
|
||
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|
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By:
|
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KLM GP LLC, its general partner
|
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By:
|
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/s/ Anthony Pasqua
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Name:
|
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Anthony Pasqua
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Title:
|
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Chief Operating Officer
|
|
||
KLM GP LLC
|
||
|
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By:
|
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/s/ Anthony Pasqua
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Name:
|
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Anthony Pasqua
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Title:
|
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Chief Operating Officer
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KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
|
||
|
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By:
|
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/s/ Anthony Pasqua
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Name:
|
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Anthony Pasqua
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Title:
|
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Chief Operating Officer
|
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By:
|
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/s/ Darren Richman
|
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By:
|
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/s/ David Chene
|
1 Year Town Sports Chart |
1 Month Town Sports Chart |
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