| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
Life Time Group Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2902 Corporate Place, Chanhassen,
MINNESOTA
, 55317. |
Item 1 Comment:
This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D filed on October 22, 2021, as amended by Amendment No. 1, filed on August 16, 2024, Amendment No. 2, filed on November 13, 2024, Amendment No. 3, filed on March 5, 2025, Amendment No. 4, filed on June 10, 2025 and Amendment No.5, filed on September 15, 2025 (as so amended, the "Initial Statement" and, as further amended by this Amendment, the "Schedule 13D"), and relates to the common stock, $0.01 par value per share (the "Common Stock"), of Life Time Group Holdings, Inc. (the "Issuer"). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Initial Statement and unless amended hereby, all information in the Initial Statement remains in effect. |
| Item 2. | Identity and Background |
|
| (a) | Item 2(a) of the Initial Statement is hereby amended and supplemented by replacing the first sentence of the second paragraph with the following:
As of the date of this statement, (i) Green LTF is the record owner of 15,946,196 shares of Common Stock, (ii) Associates VI-A is the record owner of 27,009 shares of Common Stock, and (iii) Associates VI-B is the record owner of 269,178 shares of Common Stock. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Initial Statement is hereby amended and supplemented by adding the following at the end of Item 4 of the Initial Statement:
May 2026 Investor Purchase and Share Repurchase
On May 5, 2026, Green LTF, Associates VI-A and Associates VI-B entered into a Stock Purchase Agreement with Atairos Group, Inc. and the other parties thereto whereby Green LTF, Associates VI-A and Associates VI-B agreed to sell, and an affiliate of Atairos Group, Inc. agreed to purchase, an aggregate of 4,615,926, 7,818 and 77,919 shares of Common Stock, respectively, at a price of $28.60 per share in a private transaction exempt from registration under the Securities Act of 1933 (the "May 2026 Private Placement"). The May 2026 Private Placement is expected to settle in two tranches, with the first tranche consisting of 2,447,621, 4,145 and 41,317 shares of Common Stock from Green LTF, Associates VI-A and Associates VI-B, respectively, and settling on May 7, 2026, and the second tranche expected to settle after satisfaction of customary closing conditions, including that the applicable waiting period under the Hart-Scott Rodino Antitrust Improvement Act of 1976 has expired or been terminated. A copy of the Stock Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition to the May 2026 Private Placement, on May 5, 2026, Green LTF, Associates VI-A and Associates VI-B entered into a Share Repurchase Agreement (the "May 2026 Repurchase Agreement") with the Issuer and the other selling stockholder parties thereto pursuant to which Green LTF, Associates VI-A and Associates VI-B agreed to sell, and the Issuer agreed to purchase, 1,157,349, 1,960 and 19,537 shares of Common Stock, respectively, at a price of $28.60 per share (the "May 2026 Share Repurchase"). The May 2026 Share Repurchase closed on May 7, 2026. A copy of the Share Repurchase Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
May 2026 Offering
On May 7, 2026, Green LTF, Associates VI-A and Associates VI-B sold 4,900,722, 8,301, and 82,726 shares of Common Stock, respectively, at a price of $31.46 per share pursuant to Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"). |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Initial Statement is hereby amended and restated as follows:
The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
As of the date hereof, Green LTF holds 15,946,196 shares of Common Stock, representing approximately 7.2% of the issued and outstanding shares of Common Stock, Associates VI-A holds 27,009 shares of Common Stock, representing approximately 0.0% of the issued and outstanding shares of Common Stock and Associates VI-B holds 269,178 shares of Common Stock, representing approximately 0.1% of the issued and outstanding shares of Common Stock.
Ownership percentages set forth in this Schedule 13D are based upon a total of 222,602,738 shares of Common Stock outstanding as of May 1, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2026.
In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Stockholders Agreement, the Voting Group members may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other members of the Voting Group are not the subject of this Schedule 13D and accordingly, none of the other members of the Voting Group are included as reporting persons herein. |
| (b) | See Item 5(a) above. |
| (c) | On May 5, 2026, Green LTF, Associates VI-A and Associates VI-B sold 3,604,970, 6,105 and 60,854 shares of Common Stock, respectively, at a price of $28.60 per share. On May 7, 2026, Green LTF, Associates VI-A and Associates VI-B sold 4,900,722, 8,301 and 82,726 shares of Common Stock, respectively, at a price of $31.46 per share. |
| (d) | Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, any of the shares of Common Stock beneficially owned by the Reporting Persons as described in this Item 5. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1: Stock Purchase Agreement, dated as of May 5, 2026, by and among A-LFT Holdings LLC, Atairos Group Inc. and the several Sellers party thereto.
Exhibit 99.2: Share Repurchase Agreement, dated as of May 5, 2026, by and among Life Time Group Holdings, Inc. and the selling stockholders set forth in Schedule I thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Commission on May 7, 2026). |
