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Life Time director-linked fund shifts 853K shares

After LTH’s Form 4, entities linked to Danha kl were reported to hold 2,175,566 shares indirectly for Section 16 purposes.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. (LTH) had a Form 4 filed by director John G. Danhakl reporting an internal reallocation of common stock involving affiliated investment entities. An entity associated with him, Green LTF Holdings II LP, made a pro rata in-kind distribution of 853,884 shares of Life Time common stock to certain of its limited partners for no consideration, which is reported as an indirect disposition. After this transaction, entities associated with him held 2,175,566 shares indirectly, while he also reported 222,923 shares held directly, including shares received from the distribution that were exempt from Section 16 reporting under Rule 16a-9 and Rule 16a-13.

Danha kl may be deemed an indirect beneficial owner of the shares held by Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC for Section 16 purposes, but he disclaims beneficial ownership except to the extent of his pecuniary interest in those securities.

Positive

  • None.

Negative

  • None.
Insider DANHAKL JOHN G
Role Director
Type Security Shares Price Value
Other Common Stock F1, F2, F3 853,884 $0.00 $0.00
holding Common Stock F4 -- -- --
Holdings After Transaction: Common Stock — 2,175,566 shares (Indirect, See footnote.); Common Stock — 222,923 shares (Direct)
Footnotes (4)
  1. F1. Represents 853,884 shares of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock") distributed by Green LTF Holdings II LP ("Green LTF") to certain of its limited partners for no consideration in a pro rata in-kind distribution.
  2. F2. Represents shares of Common Stock owned by Green LTF, LGP Associates VI-A LLC ("Associates VI-A"), and LGP Associates VI-B LLC ("Associates VI-B"). Of the shares of Common Stock reported, 2,120,333 shares are owned by Green LTF, 5,037 shares are owned by Associates VI-A, and 50,206 shares are owned by Associates VI-B.
  3. F3. Mr. Danhakl directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities owned by Green LTF, Associates VI-A, and Associates VI-B. Mr. Danhakl disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  4. F4. Includes shares that were previously held indirectly pursuant to the distribution by the Green LTF, described in footnote 1 herein, receipt of which was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 and Rule 16a-13 thereunder.
Shares distributed 853,884 shares of Common Stock Pro rata in-kind distribution by Green LTF Holdings II LP to certain limited partners for no consideration
Indirect holdings after transaction 2,175,566 shares of Common Stock Total indirect shares reported as owned following the distribution transaction
Direct holdings after transaction 222,923 shares of Common Stock Shares reported as directly owned by John G. Danhakl, including shares received from the distribution
Green LTF Holdings II LP position 2,120,333 shares of Common Stock Shares of Common Stock owned by Green LTF Holdings II LP as described in the footnotes
Associates VI-A LLC position 5,037 shares of Common Stock Shares of Common Stock owned by LGP Associates VI-A LLC as described in the footnotes
Associates VI-B LLC position 50,206 shares of Common Stock Shares of Common Stock owned by LGP Associates VI-B LLC as described in the footnotes
pro rata in-kind distribution financial
"distributed by Green LTF Holdings II LP to certain of its limited partners for no consideration in a pro rata in-kind distribution"
indirect beneficial owner regulatory
"may be deemed for purposes of Section 16 ... to be the indirect beneficial owner of the securities"
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein"
Rule 16a-9 regulatory
"receipt of which was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 and Rule 16a-13"
Rule 16a-13 regulatory
"receipt of which was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 and Rule 16a-13"

FAQ

What did the Form 4 report for Life Time Group Holdings, Inc. (LTH)?
The Form 4 reports that director John G. Danhakl had an affiliated entity, Green LTF Holdings II LP, distribute 853,884 shares of Life Time common stock in a pro rata in-kind distribution to certain limited partners for no consideration.

How many Life Time (LTH) shares were held indirectly after the reported transaction?
After the transaction, entities associated with John G. Danhakl held 2,175,566 shares of Life Time common stock indirectly, as reported in the Form 4 as the total shares following the transaction for the indirect ownership line.

How many Life Time (LTH) shares does John G. Danhakl report as directly held?
John G. Danhakl reports 222,923 shares of Life Time common stock as directly held. This direct position includes shares that were previously held indirectly and received in the in-kind distribution by Green LTF Holdings II LP.

Was the distribution of Life Time (LTH) shares for cash consideration?
No. The filing states the 853,884-share distribution by Green LTF Holdings II LP to certain limited partners was made “for no consideration” and was a pro rata in-kind distribution of Life Time common stock.

Were the received Life Time (LTH) shares exempt from certain Section 16 requirements?
Yes. The filing states that the shares received in the distribution were exempt from Section 16 of the Exchange Act under Rule 16a-9 and Rule 16a-13, and this is noted in the footnote describing the direct holdings.

Does John G. Danhakl claim full beneficial ownership of all reported Life Time (LTH) shares?
No. He may be deemed an indirect beneficial owner of shares held by affiliated entities but expressly disclaims beneficial ownership of those securities except to the extent of his pecuniary interest in them.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DANHAKL JOHN G
(Last)(First)(Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Life Time Group Holdings, Inc. [ LTH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/28/2026J(1)853,884(1)D$0(1)2,175,566(2)ISee footnote.(3)
Common Stock222,923(4)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents 853,884 shares of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock") distributed by Green LTF Holdings II LP ("Green LTF") to certain of its limited partners for no consideration in a pro rata in-kind distribution.
2. Represents shares of Common Stock owned by Green LTF, LGP Associates VI-A LLC ("Associates VI-A"), and LGP Associates VI-B LLC ("Associates VI-B"). Of the shares of Common Stock reported, 2,120,333 shares are owned by Green LTF, 5,037 shares are owned by Associates VI-A, and 50,206 shares are owned by Associates VI-B.
3. Mr. Danhakl directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities owned by Green LTF, Associates VI-A, and Associates VI-B. Mr. Danhakl disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
4. Includes shares that were previously held indirectly pursuant to the distribution by the Green LTF, described in footnote 1 herein, receipt of which was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 and Rule 16a-13 thereunder.
/s/Andrew C. Goldberg, Attorney-in-fact09/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR