Form 4: Partners Group Disposes of 745,707 Life Time (LTH) Shares
Rhea-AI Filing Summary
Partners Group entities reported a coordinated sale of Life Time Group Holdings, Inc. (LTH) common stock. On 09/11/2025 the reporting group disposed of 745,707 shares at $28.95 per share. After the reported transactions the group collectively beneficially owns 3,720,500 shares, held indirectly by four Partners Group entities with holdings of 1,959,184, 4,306, 135,209 and 1,621,801 shares, respectively. The filing identifies Partners Group (USA) Inc. as the investment manager and notes indirect control by Partners Group Holding AG. The report also states that Mr. Andres Small serves on Life Time's board as the reporting persons' representative. The filing disclaims beneficial ownership of securities not directly held by each reporting entity.
Positive
- Continued significant ownership: Reporting group still holds a combined 3,720,500 shares after the sale
- Clear disclosure of the sale price ($28.95) and exact share counts provides transparency
Negative
- Material sale volume: Disposition of 745,707 shares could be viewed as a notable reduction in the group’s position
- No explanation provided for the economic or strategic reason behind the sale in this filing
Insights
TL;DR: A large coordinated sale by Partners Group entities reduced their aggregate stake but they remain substantial shareholders with 3.72 million shares.
The Form 4 documents an aggregate disposition of 745,707 shares at $28.95 on 09/11/2025 by multiple Partners Group-affiliated entities. Post-transaction holdings total 3,720,500 shares distributed across four entities, indicating continued meaningful exposure to LTH equity via indirect ownership. The filing clarifies manager relationships and the limit of each entity's beneficial ownership. No derivative transactions or additional material terms are disclosed. This appears to be a portfolio-level sell transaction rather than a change in governance or control based on the information provided.
TL;DR: Reporting persons remain connected to the issuer via a board representative and a stockholders agreement despite the sale.
The disclosure shows the reporting entities are parties to a stockholders agreement and designate Mr. Andres Small as their board representative. The report includes standard disclaimers that each entity disclaims beneficial ownership of securities it does not directly own. Signatures indicate authorized signatories executed the filing on 09/15/2025. No changes to board composition or governance rights are documented in this filing; it solely reports the sale and updated holdings.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 745,707 | $28.95 | $21.59M |
Footnotes (1)
- Represents 392,683 shares sold by Partners Group Private Equity (Master Fund), LLC ("PG Master Fund"), 863 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 27,100 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 325,061 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"). 1,959,184 of such shares of Common Stock are directly held by PG Master Fund, 4,306 of such shares are directly held by PG PE II, 135,209 of such shares are directly held by PG Access 83 and 1,621,801 of such shares are directly held by PG Series 61. The investment manager of PG Master Fund is Partners Group (USA) Inc. ("PG USA"). PG USA, PG PE II, PG Access 83 and PG Series 61 are indirectly controlled by Partners Group Holding AG. Each of PG Master Fund, PG PE II, PG Access 83 and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.
