Planet Fitness, Inc. (NYSE:PLNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On March14, 2017, following completion of the sale of the Shares
(as defined below) to the Underwriting Agreement (as described
below), the shares of ClassA and ClassB common stock of Planet
Fitness, Inc. (the Company) owned by investment funds
affiliated with TSG Consumer Partners, LLC (TSG) will be
reduced below 25% of the shares of the Companys ClassA and ClassB
common stock held by TSG prior to the completion of the Companys
initial public offering. As a result, in accordance with the
terms of the Stockholders Agreement to which TSG is a party, upon
the completion of the sale of the Shares Michael Layman will
tender his resignation as a director of the Company, which
resignation will be accepted by the Company effective as of the
conclusion of the 2017 annual meeting of stockholders.

On March8, 2017, the Company entered into an Underwriting
Agreement (the Underwriting Agreement) with J.P. Morgan
Securities LLC (the Underwriter) and the selling
stockholders listed on Schedule I thereto (the Selling
Stockholders), relating to the underwritten offering of
15,000,000 shares (the Shares) of the Companys ClassA
common stock, par value $0.0001 per share, including 10,209,242
shares of ClassA common stock to be issued upon exchange of an
equivalent number of common units of its subsidiary, Pla-Fit
Holdings, LLC, together with an equal number of shares of its
ClassB common stock (the Offering). All of the Shares are
being sold by the Selling Stockholders. The Underwriter has
agreed to purchase the Shares from the Selling Stockholders to
the Underwriting Agreement at a price of $20.44 per share.

The Offering is being made only by means of a prospectus. A shelf
registration statement (including a prospectus) relating to the
offering of common stock was filed with the Securities and
Exchange Commission (SEC) on December23, 2016, and became
automatically effective (Registration No.333-215317) (the
Registration Statement). A prospectus supplement relating
to the Offering was filed with the SEC on March8, 2017. The
closing of the Offering is expected to take place on March14,
2017, subject to the satisfaction of customary closing
conditions. A copy of the Underwriting Agreement is filed as
Exhibit 1.1 to this Current Report on Form 8-K.

Ropes Gray LLP, counsel to the Company, has issued an opinion to
the Company, dated March13, 2017, regarding the Shares to be sold
in the Offering. A copy of the opinion is filed as Exhibit 5.1 to
this Current Report on Form 8-K. Certain information relating to
Part II, Item14 Other Expenses of Issuance and Distribution of
the Registration Statement is filed as Exhibit 99.1 to this
Current Report on Form 8-K.

About Planet Fitness, Inc. (NYSE:PLNT)

Planet Fitness, Inc. is a franchisor and operator of fitness centers in the United States. The Company operates through three segments: Franchise, Corporate-owned stores and Equipment. The Franchise segment includes operations related to its franchising business in the United States, Puerto Rico, Canada and the Dominican Republic. The Corporate-owned stores segment includes operations with respect to all corporate-owned stores throughout the United States and Canada. The Equipment segment includes the sale of equipment to franchisee-owned stores in the United States. It serves as the reporting entity for its various subsidiaries that operate three distinct lines of business: licensing and selling franchises under the Planet Fitness trade name; owning and operating fitness centers under the Planet Fitness trade name, and selling fitness-related equipment to franchisee-owned stores.

Planet Fitness, Inc. (NYSE:PLNT) Recent Trading Information

Planet Fitness, Inc. (NYSE:PLNT) closed its last trading session down -0.41 at 20.10 with 1,297,539 shares trading hands.