CLUBQ SEC-arkiveringar - Town Sports International Holdings Inc- Årsredovisning, Fullmaktsutlåtande, prospekt

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Town Sports International Holdings Inc

SEC Filings (Chronological Order)

Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.

January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 As filed with the Securities and Exchange Commission on January 31, 2022 Registration No.
January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 S-8 POS 1 brhc10033336s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 31, 2022 Registration No. 333-211093 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter
January 31, 2022	15-12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36803 Town Sports International Holdings, Inc. (Exact name of registrant a
January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 As filed with the Securities and Exchange Commission on January 31, 2022 Registration No.
January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 As filed with the Securities and Exchange Commission on January 31, 2022 Registration No.
January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 S-8 POS 1 brhc10033331s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 31, 2022 Registration No. 333-232834 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter
January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 As filed with the Securities and Exchange Commission on January 31, 2022 Registration No.
January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 As filed with the Securities and Exchange Commission on January 31, 2022 Registration No.
January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 As filed with the Securities and Exchange Commission on January 31, 2022 Registration No.
January 31, 2022	S-8 POS	As filed with the Securities and Exchange Commission on January 31, 2022 S-8 POS 1 brhc10033329s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 31, 2022 Registration No. 333-175884 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter
September 21, 2021	SC 13D/A	CLUBQ / Town Sports International Holdings, Inc. / KENNEDY LEWIS MANAGEMENT LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title and Class of Securities) 89214A102 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 111 West 33rd Street, Suite 1910 New York, NY 10120 (21
December 31, 2020	SC 13D/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 21)1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 21)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
December 30, 2020	SC 13D/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Titl UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title and Class of Securities) 89214A102 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 111 West 33rd Street, Suite 1910 New York, NY 10120 (21
December 29, 2020	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 8-K 1 brhc100184448k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 28, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or
December 29, 2020	EX-4.1	REGISTRATION RIGHTS AGREEMENT by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC. THE HOLDERS PARTY HERETO Dated as of December 28, 2020 TABLE OF CONTENTS Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC. and THE HOLDERS PARTY HERETO Dated as of December 28, 2020 TABLE OF CONTENTS Section 1. Definitions 1 Section 2. Initial Shelf Registration 5 Section 3. Subsequent Shelf Registration Statements 7 Section 4. Demand Registration 8 Section 5. Procedures for Underwritten Offerings 9 Section 6. Grace Periods
December 29, 2020	EX-10.2	INDEMNIFICATION AGREEMENT Exhibit 10.2 EXECUTION VERSION INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated the 28th day of December, 2020, is by and between Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), and [], an individual (“Indemnitee”). RECITALS A. Competent and experienced persons may be reluctant to serve or to continue to serve as directors, manage
December 29, 2020	EX-10.1	CREDIT AGREEMENT dated as of December 28, 2020 TOWN SPORTS INTERNATIONAL HOLDINGS, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, ALTER DOMUS (US) LLC, as Administrative Agent TABLE OF CONTENTS Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of December 28, 2020 among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and ALTER DOMUS (US) LLC, as Administrative Agent TABLE OF CONTENTS SECTION 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 29 1.3 Rounding; Certain Baskets 30 1.4 Currency Generally
December 29, 2020	SC 14F1	- SC 14F1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 REPORT OF CHANGE IN MAJORITY OF DIRECTORS INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER Town Sports International Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 000-52013 20-0640002 (State of Incorporation) (Commis
December 29, 2020	EX-99.1	Patrick Walsh, Chief Executive Officer of TMPL Fitness, Palm Beach Sports Clubs and LIV Fitness, Announces Agreement in Principle for a $100 Million Commitment EX-99.1 5 brhc10018444ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Patrick Walsh, Chief Executive Officer of TMPL Fitness, Palm Beach Sports Clubs and LIV Fitness, Announces Agreement in Principle for a $100 Million Commitment The Commitment by Kennedy Lewis Will Provide Strategic Capital to Expand the Company's Portfolio of Luxury Fitness Brands and Invest in the Health and Wellness Industry. Kennedy Lew
December 28, 2020	SC 13D/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Titl UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title and Class of Securities) 89214A102 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 111 West 33rd Street, Suite 1910 New York, NY 10120 (21
September 21, 2020	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 15, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorp
September 16, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 14, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorp
September 16, 2020	EX-10.1	Amendment No. 4 to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan. EX-10.1 2 ex101to8k1112500109162020.htm Exhibit 10.1 AMENDMENT NO. 4 TO THE TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2006 STOCK INCENTIVE PLAN WHEREAS, the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (the “Plan”) was first adopted by Town Sports International Holdings, Inc. (the “Company”) on May 30, 2006 and was amended and restated on April 2, 2015 and became effective as
September 14, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 8, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpo
September 14, 2020	EX-10.2	Retention Award Agreement, dated September 8, 2020 by and between TSI LLC and Phillip Juhan. EX-10.2 3 ex102to8k1112500109142020.htm Exhibit 10.2 RETENTION AWARD AGREEMENT THIS RETENTION AWARD AGREEMENT (this “Agreement”) is entered into and effective as of September 8, 2020 (the “Effective Date”), by and between Town Sports International, LLC, a New York limited liability company (the “Company”), and Phillip Juhan, an employee of the Company (“Employee”). RECITALS A. The Company has dete
September 14, 2020	EX-10.4	Amended Engagement Letter Agreement, dated May 1, 2017 by and between the Registrant and Steinberg P.C. (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed April 28, 2017). EX-10.4 5 ex104to8k1112500109142020.htm Exhibit 10.4 AMENDED ENGAGEMENT LETTER AGREEMENT This Engagement Letter Agreement (the “Agreement”) is made as of May 1, 2017, by and among Town Sports International, Inc., a corporation with its corporate headquarters located at 5 Penn Plaza, New York, New York 10001 (“TSI” or the “Company”), and Stuart M Steinberg P.C., a professional corporation, with its
September 14, 2020	EX-10.1	Retention Award Agreement, dated September 8, 2020 by and between TSI LLC and Patrick Walsh. Exhibit 10.1 RETENTION AWARD AGREEMENT THIS RETENTION AWARD AGREEMENT (this “Agreement”) is entered into and effective as of September 8, 2020 (the “Effective Date”), by and between Town Sports International, LLC, a New York limited liability company (the “Company”), and Patrick Walsh, an employee of the Company (“Employee”). RECITALS A. The Company has determined that (i) Employee’s performance o
September 14, 2020	EX-10.3	Letter Agreement, dated September 10, 2020 by and between the Registrant and Steinberg P.C. Exhibit 10.3 September 10, 2020 Via email Patrick Walsh Town Sports International Holdings, Inc. 1001 U.S. North Highway 1-Suite 201 Jupiter, FL 33477 Re: Stuart M. Steinberg, P.C. Dear Patrick: This letter will confirm that the Amended Engagement Letter Agreement dated May 1, 2017 between, Stuart M. Steinberg, P.C. and Town Sports International Holdings, Inc. ("TSI"), is amended as follows: The A
September 4, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorpo
September 4, 2020	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2020 RESULTS Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2020 RESULTS New York, NY - September 4, 2020 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) today reported results for the first quarter of 2020. TSI’s earnings for the first quarter of 2020 are summarized below. To become fully apprised of our results, shareholders are urged to read ou
September 4, 2020	10-Q	Quarterly Report - 10-Q 10-Q 1 a10qq12020.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commi
September 1, 2020	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 1, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpo
August 20, 2020	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. RECEIVES NASDAQ NOTICE REGARDING NON-COMPLIANCE WITH CONTINUED LISTING STANDARDS EX-99.1 2 a991.htm EXHIBIT 99.1 Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. RECEIVES NASDAQ NOTICE REGARDING NON-COMPLIANCE WITH CONTINUED LISTING STANDARDS New York, NY - August 20, 2020 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) received a notice on August 18, 2020 from the Listing Qualifications Department of Nasdaq indicating that as a result o
August 20, 2020	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events 8-K 1 a8-k08202020.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or othe
August 6, 2020	DEFA14A	- DEFA14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¬ Check the appropriate box: ¬ Preliminary Proxy Statement ¬ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement only ¬ Definitive Additional Materials ¬ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
August 6, 2020	DEF 14A	The Section entitled “Proposal Four — Approval of Amendment No. 4 to the Company’s 2006 Stock Incentive Plan (as Amended and Restated Effective April 2, 2015)” of the Company’s Definitive Proxy Statement (incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on August 6, 2020). Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement only ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
July 21, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Shareholder Director Nominations 8-K 1 form8k1112500107212020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 15, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or
July 16, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 form8k1112500107162020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 14, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or
July 16, 2020	EX-10.1	Amendment No. 2 to the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, As Amended, dated July 14, 2020. Exhibit 10.1 AMENDMENT NO. 2 TO THE TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (the “Company”) 2018 MANAGEMENT STOCK PURCHASE PLAN, AS AMENDED This Amendment No. 2 to the 2018 Management Stock Purchase Plan, as amended and restated on March 13, 2018, as previously amended by Amendment No. 1 dated June 15, 2019 (the “MSPP”; capitalized terms used herein without definition have the meanings specified
July 13, 2020	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. RECEIVES NASDAQ NOTICE REGARDING NON-COMPLIANCE WITH CONTINUED LISTING STANDARDS EX-99.1 2 ex991to8k1112500107132020.htm Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. RECEIVES NASDAQ NOTICE REGARDING NON-COMPLIANCE WITH CONTINUED LISTING STANDARDS New York, NY - July 13, 2019 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) received a notice on July 13, 2020 from the Listing Qualifications Department of Nasdaq indicating that as a resu
July 13, 2020	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 7, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporatio
July 6, 2020	8-K	Regulation FD Disclosure, Material Impairments UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorporatio
June 26, 2020	NT 10-Q	- SEC FILE NUMBER 001-36803 CUSIP NUMBER 89214A102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
June 15, 2020	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorporati
June 12, 2020	10-K/A	Annual Report - 10-K/A 10-K/A 1 a10-ka.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1) þ Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 ¨ Transition Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file
June 12, 2020	EX-10.1	Business Loan Agreement and Promissory Note, dated April 20, 2020, by and between TSI LLC and Bank United, N.A. promissorynote Exhibit 10.1
April 30, 2020	8-K	Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 8-K 1 form8k1112500104302020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 24, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or
April 30, 2020	8-K	EXHIBIT 10.1 - BUSINESS LOAN AGREEMENT AND PROMISSORY NOTE
April 29, 2020	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events 8-K 1 form8k1112500104292020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or
April 23, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 17, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporat
April 6, 2020	EX-16.1	Letter from PricewaterhouseCoopers LLP regarding Change in Independent Public Accounting Firm dated April 6, 2020. Exhibit 16.1 April 6, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Town Sports International Holdings, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Town Sports International Holdings, Inc. dated M
April 6, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 31, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporat
March 25, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 23, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporat
March 20, 2020	EX-21	Subsidiaries of the Registrant (Filed herewith). Exhibit 21 TSI Holdings II, LLC and Subsidiaries Company State of Incorporation Doing Business As Parent Companies TSI Holdings II, LLC DE n/a Town Sports International, LLC NY n/a Subsidiaries Town Sports AG Swiss n/a TSI – Alameda, LLC CA Total Woman Gym and Spa TSI – Cal.
March 20, 2020	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS 2019 FOURTH QUARTER AND FULL-YEAR RESULTS Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS 2019 FOURTH QUARTER AND FULL-YEAR RESULTS New York, NY - March 20, 2020 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) today reported results for the fourth quarter and full-year of 2019. TSI’s earnings for the fourth quarter and full-year of 2019 are summarized below. To become fully apprised of our
March 20, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a8kq42019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Ju
March 20, 2020	10-K	CLUB / Town Sports International Holdings, Inc. 10-K - Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 ¨ Transition Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36803 Town Sport
March 19, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events 8-K 1 form8k1112500103192020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 16, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or
February 28, 2020	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 28, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpo
February 28, 2020	EX-2.1	Second Amendment to Asset Purchase Agreement, dated as of February 28, 2020, by and among Town Sports International, LLC, Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC and Flywheel 415 Greenwich LLC (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on February 28, 2020). EX-2.1 2 ex21to8k1112501902282020.htm Exhibit 2.1 SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement (this “Amendment”), by and among Town Sports International, LLC, Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver
February 14, 2020	SC 13G/A	CLUB / Town Sports International Holdings, Inc. / STADIUM CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 89214A102 (CUSIP Number) December 31, 2019** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi
February 12, 2020	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 12, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpo
February 12, 2020	EX-2.1	First Amendment to Asset Purchase Agreement, dated as of February 12, 2020, by and among Town Sports International, LLC, Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC and Flywheel 415 Greenwich LLC (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on February 12, 2020). EX-2.1 2 ex21to8k1112501902122020.htm Exhibit 2.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (this “Amendment”), by and among Town Sports International, LLC, Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver Un
January 17, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 15, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpor
January 7, 2020	SC 13D	CLUB / Town Sports International Holdings, Inc. / KENNEDY LEWIS MANAGEMENT LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title and Class of Securities) 89214A102 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 80 Broad Street, 22nd Floor New York, NY 10004 (212) 782
January 6, 2020	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 form8k1112501901062020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 6, 2020 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State o
January 6, 2020	EX-10.1	$50,000,000 Second Lien Secured Term Loan Commitment Letter, dated January 6, 2020, between Town Sports International Holdings, Inc. and Kennedy Lewis Investment Management LLC. Exhibit 10.1 CONFIDENTIAL January 6, 2020 Town Sports International Holdings, Inc. 1001 US North Highway 1, Suite 201 Jupiter, Florida 33477 Attention: Patrick Walsh, Chairman and Chief Executive Officer $50,000,000 Second Lien Secured Term Loan Commitment Letter Ladies and Gentlemen: You have advised Kennedy Lewis Investment Management LLC (acting through such of its affiliates as it deems approp
January 6, 2020	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES THE ACQUISITION OF FLYWHEEL SPORTS, INC.’S STUDIO BUSINESS SECURES $50 MILLION IN SECOND LIEN LOAN IN CONJUNCTION WITH PROPOSED TERM LOAN REFINANCING Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES THE ACQUISITION OF FLYWHEEL SPORTS, INC.’S STUDIO BUSINESS SECURES $50 MILLION IN SECOND LIEN LOAN IN CONJUNCTION WITH PROPOSED TERM LOAN REFINANCING NEW YORK - (Business Wire) - January 6, 2020 - Town Sports International Holdings, Inc. ("TSI" or the "Company") (Nasdaq: CLUB), a diversified holding company and one of the largest owne
January 6, 2020	EX-2.1	Asset Purchase Agreement, dated January 6, 2020, among Town Sports International, LLC and Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC and Flywheel 415 Greenwich LLC.* Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is made as of the 6th day of January, 2020 by and among Town Sports International, LLC, a New York limited liability company (the “Buyer”), and Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LL
January 3, 2020	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 5 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Number) Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 20th Floor New York, NY
January 3, 2020	EX-99.1	STOCK PURCHASE AGREEMENT EX-99.1 2 ex991to13da2008800007010220.htm STOCK PURCHASE AGREEMENT Exhibit 99.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER ARE SUBJ
January 3, 2020	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 20 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 20)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
December 27, 2019	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 4 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Number) Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 20th Floor New York, NY
December 27, 2019	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 19 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 19)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
December 18, 2019	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 18 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 18)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
December 17, 2019	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 3 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Number) Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 20th Floor New York, NY
December 13, 2019	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Number) Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 20th Floor New York, NY
December 13, 2019	EX-99.3	JOINT FILING AGREEMENT Exhibit 99.3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Town Sports International Holdings, Inc. This Joint Fil
December 13, 2019	EX-99.1	STOCK PURCHASE AGREEMENT Exhibit 99.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE AND MAY NOT BE TRANSFERR
December 13, 2019	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 17 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 17)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
December 13, 2019	EX-99.2	CALL OPTION AGREEMENT Exhibit 99.2 CALL OPTION AGREEMENT THIS CALL OPTION AGREEMENT (this “Agreement”), dated December 11, 2019, by and between HG Vora Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company (“Optioner”), and PW Partners Atlas Fund II LP, a Delaware limited partnership (“Optionee”). RECITALS WHEREAS, Optioner desires to grant to Optionee an irrevocable option to purchase from Optione
November 14, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 7, 2019 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpor
November 14, 2019	EX-10.1	Statement of Work, by and between Town Sports International Holdings, Inc. and Alvarez & Marsal Corporate Performance Improvement, LLC, dated as of November 12, 2019 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on November 14, 2019). EX-10.1 2 ex101to8k1112500111142019.htm Exhibit 10.1 Statement of Work November 12, 2019 Patrick Walsh, Chairman and CEO Town Sports International Holdings, Inc. 1001 U.S. North Highway 1, Suite 201 Jupiter, FL 33477 Dear Patrick: This letter confirms and sets forth the terms and conditions of the engagement between Alvarez & Marsal Corporate Performance Improvement, LLC (“A&M”) and Town Sports In
November 5, 2019	10-Q	CLUB / Town Sports International Holdings, Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-3
November 5, 2019	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS THIRD QUARTER 2019 RESULTS Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS THIRD QUARTER 2019 RESULTS New York, NY - November 5, 2019 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) today reported results for the third quarter of 2019. TSI’s earnings for the third quarter of 2019 are summarized below. To become fully apprised of our results, shareholders are urged to read our
November 5, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2019 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorpor
August 29, 2019	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 16 TO SCHEDULE 13D Activist Investment SC 13D/A 1 sc13da160880000708292019.htm AMENDMENT NO. 16 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 16)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par v
July 25, 2019	S-8	CLUB / Town Sports International Holdings, Inc. S-8 - - As filed with the Securities and Exchange Commission on July 25, 2019 Registration No.
July 25, 2019	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS SECOND QUARTER 2019 RESULTS EX-99.1 2 ex-991xq22019.htm EXHIBIT 99.1 Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS SECOND QUARTER 2019 RESULTS New York, NY - July 25, 2019 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) today reported results for the second quarter of 2019. TSI’s earnings for the second quarter of 2019 are summarized below. To become fully apprised of our re
July 25, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2019 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorporati
July 25, 2019	10-Q	CLUB / Town Sports International Holdings, Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-36803
May 21, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15, 2019 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporatio
May 2, 2019	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 15 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 15)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
April 30, 2019	DEFA14A	CLUB / Town Sports International Holdings, Inc. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide
April 25, 2019	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2019 RESULTS Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2019 RESULTS New York, NY - April 25, 2019 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) today reported results for the first quarter of 2019. TSI’s earnings for the first quarter of 2019 are summarized below. To become fully apprised of our results, shareholders are urged to read our F
April 25, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2019 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorporat
April 25, 2019	10-Q	CLUB / Town Sports International Holdings, Inc. 10-Q (Quarterly Report) 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-36803
April 4, 2019	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 4, 2019 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporati
April 2, 2019	DEFA14A	CLUB / Town Sports International Holdings, Inc. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement
April 2, 2019	DEF 14A	Amendment No. 3 to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015) (incorporated by reference to Appendix A of the Registrant’s definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2019). Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement only ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
March 25, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 20, 2019 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporat
March 25, 2019	8-K	Current Report begin 644 ex101to8k1112500103252019.pdf M)5!$1BTQ+C0)>+CS],-"C$@,"!O8FH/#P@"B]#7!E("]83V)J96-T("]3=6)T>7!E("]);6%G92 O5VED M=&@@,3(W-2 O2&5I9VAT(#$V-3 @+T)I='-097)#;VUP;VYE;G0@." +T-O M;&]R4W!A8V4@+T1E=FEC94=R87D@+T9I;'1EU\"5Q3 MQ9$Q+?=;6B];GOJ3FBJE5XKK4QLM2=$F&KTC:/[\/$3QC?P'3]2@O\+DNZ M2SQJUVY0NT&3!@V:>'LU\?(>V,';N\/ 7,&=ALX9\K:);/"PF8M69L0N0X>/'#UV,3)GQ.3DL^=OW#Q4LK-U%NW[Z2EW[V7\7MF5G;.
February 28, 2019	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS 2018 FOURTH QUARTER AND FULL-YEAR RESULTS EX-99.1 2 ex-991xq42018.htm EXHIBIT 99.1 Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS 2018 FOURTH QUARTER AND FULL-YEAR RESULTS New York, NY - February 28, 2019 - Town Sports International Holdings, Inc. (“TSI”) (NASDAQ: CLUB) today reported results for the fourth quarter and full-year of 2018. TSI’s earnings for the fourth quarter and full-year of 2018 are summarized below. To be
February 28, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2019 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorpo
February 28, 2019	EX-21	Subsidiaries of the Registrant (Filed herewith). Exhibit 21 TSI Holdings II, LLC and Subsidiaries Company State of Incorporation Doing Business As Parent Companies TSI Holdings II, LLC DE n/a Town Sports International, LLC NY n/a Subsidiaries Town Sports AG Swiss n/a TSI – Alameda, LLC CA Total Woman Gym and Spa TSI – Cal.
February 28, 2019	10-K	CLUB / Town Sports International Holdings, Inc. 10-K (Annual Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 ¨ Transition Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36803 Town Sport
February 12, 2019	SC 13G/A	CLUB / Town Sports International Holdings, Inc. / STADIUM CAPITAL MANAGEMENT LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 townsports13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 89214A102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this
November 8, 2018	EX-10.1	Second Amendment to Credit Agreement, dated as of November 8, 2018, among Town Sports International, LLC, TSI Holdings, II, LLC, the lenders party thereto, Deutsche Bank AG New York Branch, as Administrative agent (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on November 8, 2018). Exhibit 10.1 TSI HOLDINGS II, LLC TOWN SPORTS INTERNATIONAL, LLC SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is dated as of November 8, 2018 and entered into by and among TSI HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), TOWN SPORTS INTERNATIONAL, LLC, a New York limited liability company (the “Borrower”), the Subs
November 8, 2018	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 8, 2018 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpor
October 25, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2018 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorpor
October 25, 2018	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS THIRD QUARTER 2018 RESULTS EX-99.1 2 ex-991xq32018.htm EXHIBIT 99.1 Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS THIRD QUARTER 2018 RESULTS New York, NY - October 25, 2018 - Town Sports International Holdings, Inc. (“TSI”) (NASDAQ: CLUB) today reported results for the third quarter of 2018. TSI’s earnings for the third quarter of 2018 are summarized below. To become fully apprised of our results, shareholde
October 25, 2018	10-Q	CLUB / Town Sports International Holdings, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-3
October 5, 2018	SC 13G	CLUB / Town Sports International Holdings, Inc. / STADIUM CAPITAL MANAGEMENT LLC Passive Investment SC 13G 1 townsports13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 89214A102 (CUSIP Number) September 28, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box
July 27, 2018	S-8	CLUB / Town Sports International Holdings, Inc. S-8 S-8 1 s81112500507262018.htm As filed with the Securities and Exchange Commission on July 27, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-0640002 (State or Other Jurisdicti
July 27, 2018	10-Q	CLUB / Town Sports International Holdings, Inc. 10-Q (Quarterly Report) 10-Q 1 a10qq22018.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commis
July 26, 2018	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS SECOND QUARTER 2018 RESULTS Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS SECOND QUARTER 2018 RESULTS New York, NY - July 26, 2018 - Town Sports International Holdings, Inc. (“TSI”) (NASDAQ: CLUB) today reported results for the second quarter of 2018. TSI’s earnings for the second quarter of 2018 are summarized below. To become fully apprised of our results, shareholders are urged to read our Form 10-Q for th
July 26, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2018 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorporati
July 6, 2018	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 14 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 14)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
June 20, 2018	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2018 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisd
June 20, 2018	EX-99.1	Total Woman Holdings, Inc. and Subsidiaries Consolidated Financial Statements and Independent Auditors’ Report December 31, 2017 Total Woman Holdings, Inc. and Subsidiaries Consolidated Financial Statements December 31, 2017 Table of Contents Page In exhibit991tw2017 Total Woman Holdings, Inc. and Subsidiaries Consolidated Financial Statements and Independent Auditors’ Report December 31, 2017 Total Woman Holdings, Inc. and Subsidiaries Consolidated Financial Statements December 31, 2017 Table of Contents Page Independent Auditors' Report 1 Financial Statements Consolidated Balance Sheet 2 Consolidated Statement of Operations 3 Consolidated St
June 20, 2018	EX-99.2	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (All figures in thousands) Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (All figures in thousands) Town Sports International Holdings, Inc. (the “Company” or “TSI”) acquired Total Woman Gym and Spas (“Total Woman”) for total cash consideration of approximately $7,264 on April 13, 2018 (the “Acquisition”). The unaudited pro forma condensed combined balance sheet as of December 31, 2017, gives eff
June 20, 2018	EX-21.1	Consent of Martini Iosue & Akpovi, LLP Exhibit 21.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-135048, 333-151965, 333-175884, 333-205955, 333-211093, 333-212726, and 333-219517) and Form S-3 (No. 333-167377) of Town Sports International Holdings, Inc. of our report dated March 30, 2018, with respect to the consolidated financial
May 23, 2018	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 13 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 13)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
May 10, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2018 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporation
April 27, 2018	10-Q	CLUB / Town Sports International Holdings, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-36803
April 26, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorporat
April 26, 2018	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2018 RESULTS Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2018 RESULTS New York, NY - April 26, 2018 - Town Sports International Holdings, Inc. (“TSI”) (NASDAQ: CLUB) today reported results for the first quarter of 2018. TSI’s earnings for the first quarter of 2018 are summarized below. To become fully apprised of our results, shareholders are urged to read our Form 10-Q for the
April 16, 2018	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 13, 2018 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporat
March 27, 2018	DEFA14A	CLUB / Town Sports International Holdings, Inc. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement
March 27, 2018	DEF 14A	The section entitled “Proposal Four—Approval of the Town Sports International Holdings, Inc. Employee Stock Purchase Plan” of the Company’s Definitive Proxy Statement (incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 27, 2018). Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement only ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
March 19, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 13, 2018 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporat
March 19, 2018	EX-10.1	Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as Amended and Restated on March 13, 2018 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 19, 2018). Exhibit 10.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2018 MANAGEMENT STOCK PURCHASE PLAN, AS AMENDED AND RESTATED ON MARCH 13, 2018 The purpose of this Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, adopted on January 3, 2018 and amended and restated on March 13, 2018, is to provide Eligible Employees of Town Sports International Holdings, Inc. (“TSI”) and its Subsi
February 28, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2018 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction o
February 28, 2018	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS 2017 FOURTH QUARTER AND FULL-YEAR RESULTS EX-99.1 2 ex-991xq42017.htm EXHIBIT 99.1 Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS 2017 FOURTH QUARTER AND FULL-YEAR RESULTS New York, NY - February 28, 2018 - Town Sports International Holdings, Inc. (“TSI”) (NASDAQ: CLUB) today reported results for the fourth quarter and full-year of 2017. TSI’s earnings for the fourth quarter and full-year of 2017 are summarized below. To be
February 28, 2018	EX-21	Subsidiaries of the Registrant (Filed herewith). Exhibit 21 TSI Holdings II, LLC and Subsidiaries Company State of Incorporation Doing Business As Parent Companies TSI Holdings II, LLC DE n/a Town Sports International, LLC NY n/a Subsidiaries Town Sports AG Swiss n/a TSI - Lucille 38th Avenue, LLC DE Lucille Roberts TSI - Lucille 42nd Street, LLC DE Lucille Roberts TSI - Lucille 89th Street, LLC DE Lucille Roberts TSI - Lucille Astoria, LLC DE L
February 28, 2018	10-K	CLUB / Town Sports International Holdings, Inc. 10-K (Annual Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 ¨ Transition Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36803 Town Sport
February 22, 2018	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2018 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpo
February 22, 2018	8-K	Current Report begin 644 ex21to8k1112500102222018.pdf M)5!$1BTQ+C4)>+CS],-B P(&]B:@H\/" (" @+U1Y<&4@+UA/8FIE8W0 M(" @+U-U8G1Y<&4@+TEM86=E"B @("]":71S4&5R0V]M<&]N96YT(#$(" @ M+U=I9'1H(#(Q"B @("](96EG:'0@,3,(" @+T-O;&]R4W!A8V4@6R]);F1E M>&5D("]$979I8V521T(@,2 W(# @4B!="B @("]&:6QT97(@+T9L871E1&5C M;V1E"B @("]-87-K(%LQ(#$@70H@(" O36%S:R!;,2 Q(%T*(" @+TUA^V\/F?C^=?IS M^>/^[QMGT,1\X-"Q@>&C1\,#\H/(P!;7!E("]83V)J
February 22, 2018	EX-99.1	Town Sports International Holdings, Inc. to Acquire Total Woman Gym and Spa EX-99.1 3 ex991to8k1112500102222018.htm Exhibit 99.1 Town Sports International Holdings, Inc. to Acquire Total Woman Gym and Spa Town Sports International Holdings, Inc. ("TSI” or the "Company") (NASDAQ: CLUB) announced today that through its wholly-owned subsidiaries it has entered into an asset purchase agreement to acquire substantially all of the assets of the Total Woman Gym and Spa business
January 5, 2018	8-K	Current Report TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2018 MANAGEMENT STOCK PURCHASE PLAN The purpose of this Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, adopted on January 3, 2018, is to provide Eligible Employees of Town Sports International Holdings, Inc. (“TSI”) and its Subsidiaries an opportunity to voluntarily purchase Stock of TSI (CLUB) in a convenient manner. The Boar
January 5, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 3, 2018 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpora
January 4, 2018	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 12 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 12)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
December 8, 2017	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 11 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 11)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
October 26, 2017	10-Q	Quarterly Report - 10-Q 10-Q 1 a10qq32017.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . C
October 26, 2017	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS THIRD QUARTER 2017 RESULTS Exhibit Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS THIRD QUARTER 2017 RESULTS New York, NY - October 26, 2017 - Town Sports International Holdings, Inc. (“TSI”) (NASDAQ: CLUB) today reported results for the third quarter of 2017 . TSI’s earnings for the third quarter of 2017 are summarized below. To become fully apprised of our results, shareholders are urged to read our Form 10
October 26, 2017	8-K	Town Sports International Holdings 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2017 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of
July 27, 2017	S-8	Town Sports International Holdings As filed with the Securities and Exchange Commission on July 27, 2017 Registration No.
July 27, 2017	8-K	Town Sports International Holdings 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2017 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of In
July 27, 2017	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS SECOND QUARTER 2017 RESULTS Exhibit Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS SECOND QUARTER 2017 RESULTS New York, NY - July 27, 2017 - Town Sports International Holdings, Inc. (“TSI”) (NASDAQ: CLUB) today reported results for the second quarter of 2017 . TSI’s earnings for the second quarter 2017 are summarized below. To become fully apprised of our results, shareholders are urged to read our Form 10-Q
July 27, 2017	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-36803
July 13, 2017	8-K	Town Sports International Holdings (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 11, 2017 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporati
July 13, 2017	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Number) Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 23rd Floor New York, NY
June 26, 2017	SC 13D	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Number) Christopher M. McLean HG Vora Capital Management, LLC 330 Madison Avenue, 23rd Floor New York, NY 10017 (212) 707-4300
June 23, 2017	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / FARALLON CAPITAL MANAGEMENT LLC - TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 13D/A7 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
May 11, 2017	8-K	Town Sports International Holdings (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2017 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporatio
April 27, 2017	EX-10.1	Letter Agreement, effective as of May 1, 2017, between Town Sports International, LLC and Stuart M. Steinberg (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on April 28, 2017). EX-10.1 2 ex101to8k1112500104272017.htm Exhibit 10.1 Marjorie Ramos VP, Head of Human Resources Phone 212.246.6700 Fax 212.664.1704 [email protected] April 25, 2017 Stuart M. Steinberg, Esq. 2 Rodeo Drive Edgewood, NY 11717 Re: Town Sports International, LLC - Offer Letter Dear Stuart: Town Sports International, LLC (the “Company” or “TSI”) a subsidiary of Town Sports International Holdi
April 27, 2017	EX-10.2	Amended and Restated Engagement Letter Agreement, effective as of May 1, 2017, between Town Sports International Holdings, Inc. and Stuart M. Steinberg P.C. (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on April 28, 2017). Exhibit 10.2 AMENDED ENGAGEMENT LETTER AGREEMENT This Engagement Letter Agreement (the ?Agreement?) is made as of May 1, 2017, by and among Town Sports International, Inc., a corporation with its corporate headquarters located at 5 Penn Plaza, New York, New York 10001 (?TSI? or the ?Company?), and Stuart M Steinberg P.C., a professional corporation, with its offices located at 2 Rodeo Drive, Edgew
April 27, 2017	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 25, 2017 Town Sports International Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorporat
April 26, 2017	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2017 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of I
April 26, 2017	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2017 RESULTS Exhibit Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2017 RESULTS New York, NY - April 26, 2017 - Town Sports International Holdings, Inc. (?TSI? or the ?Company?) (NASDAQ: CLUB) today reported financial results for its first quarter ended March 31, 2017 . First Quarter Results ? Total member count increased 7,000 to 551,000 during Q1 2017 compared to an increase of
April 26, 2017	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-36803
April 7, 2017	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 10 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
March 28, 2017	DEFA14A	Town Sports International Holdings DEFA14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy S
March 28, 2017	DEF 14A	Town Sports International Holdings, Inc. 2006 Stock Incentive Plan, as amended and restated effective April 2, 2015 (incorporated by reference to Appendix B of the Registrant’s definitive Proxy Statement on Schedule 14A filed on March 28, 2017). Document Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement only ? Definitive Additional Materials ? Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
February 22, 2017	10-K	Annual Report - 10-K 10-K 1 a10k-123116.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 ¨ Transition Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the transition period from Commission file num
February 22, 2017	EX-10.44	Amendment to Amended and Restated Executive Severance Agreement, dated as of February 16, 2017, between Town Sports International Holdings, Inc. and Nitin Ajmera (incorporated by reference to Exhibit 10.44 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016). Exhibit 10.44 AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT This Amendment to the Amended and Restated Executive Severance Agreement is dated the 16th day of February, 2017 (this “Amendment”) between Town Sports International Holdings, Inc. (“Holdings” and collectively with its subsidiaries and affiliates being referred to as the “Company”) and Nitin Ajmera (the “Executive”). WHE
February 22, 2017	EX-21	Company State of Incorporation Doing Business As Parent TSI Holdings II, LLC DE n/a Town Sports International, LLC NY n/a Subsidiaries Boutique Fitness, LLC DE BFX Boutique Fitness Experience TSI 30 Broad Street, LLC DE NYSC TSI 217 Broadway, LLC DE Exhibit 21 Company State of Incorporation Doing Business As Parent TSI Holdings II, LLC DE n/a Town Sports International, LLC NY n/a Subsidiaries Boutique Fitness, LLC DE BFX Boutique Fitness Experience TSI 30 Broad Street, LLC DE NYSC TSI 217 Broadway, LLC DE NYSC TSI 555 6th Avenue, LLC DE NYSC TSI 1231 Third Avenue, LLC DE NYSC TSI Alexandria, LLC DE WSC TSI Allston, LLC DE BSC TSI Astoria, LLC
February 16, 2017	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2017 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction o
February 16, 2017	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL-YEAR 2016 RESULTS EX-99.1 2 ex-991xq42016.htm EXHIBIT 99.1 Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL-YEAR 2016 RESULTS New York, NY - February 16, 2017 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) today reported financial results for its fourth quarter and year-ended December 31, 2016. Fourth Quarter Results • Total member count decre
February 14, 2017	SC 13G/A	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 2 Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89214A102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate
December 14, 2016	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment SC 13D/A 1 sc13da90880000712142016.htm AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par valu
October 26, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2016 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of
October 26, 2016	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS THIRD QUARTER 2016 RESULTS EX-99.1 2 ex-991xq32016.htm EXHIBIT 99.1 Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS THIRD QUARTER 2016 RESULTS New York, NY - October 26, 2016 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB) today reported financial results for its third quarter ended September 30, 2016. Third Quarter Results • Total member count decreased 6,000 to 545,000 duri
October 26, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-3
September 23, 2016	EX-99.2	JOINT FILING AGREEMENT Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Town Sports International Holdings, Inc. This Joint Fil
September 23, 2016	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8 )1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Num
September 21, 2016	EX-10.1	Letter Agreement, dated as of September 20, 2016, between Town Sports International, LLC and Patrick Walsh (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on September 21, 2016). EX-10.1 2 d436870dex101.htm LETTER AGREEMENT Exhibit 10.1 September 20, 2016 Patrick Walsh Town Sports International, LLC 5 Penn Plaza, 4th Floor New York, NY 10001 Re: Town Sports—Offer Letter Dear Patrick: Town Sports International Holdings, Inc. (“TSI Holdings”) and Town Sports International, LLC (the “Company” or “TSI”) a subsidiary of TSI Holdings, is pleased to extend this offer of employmen
September 21, 2016	EX-10.2	Separation Agreement, dated as of September 16, 2016, between Town Sports International LLC and Gregory Bartoli (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on September 21, 2016). Separation Agreement Exhibit 10.2 September 16, 2016 Mr. Greg Bartoli Town Sports International, LLC 5 Penn Plaza, 4th Floor New York, NY 10001 Dear Greg: This Separation Agreement (?Agreement?) will confirm our discussions regarding your separation from employment with Town Sports International, LLC and its parents, affiliates and subsidiaries (the ?Company?) on mutually agreeable terms as set fo
September 21, 2016	EX-99.1	Town Sports International Holdings, Inc. Announces Appointment of Chief Executive Officer and Departure of Chief Operating Officer Press Release Exhibit 99.1 Town Sports International Holdings, Inc. Announces Appointment of Chief Executive Officer and Departure of Chief Operating Officer New York, NY?(BUSINESS WIRE)? On September 21, 2016, Town Sports International Holdings, Inc. (?TSI? or the ?Company?) (NASDAQ:CLUB), one of the leading owners and operators of health clubs located primarily in major cities from Washington, D
September 21, 2016	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 21, 2016 (September 16, 2016) TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36803 20-0640002 (State or Ot
July 28, 2016	S-8	Town Sports International Holdings FORM S-8 Form S-8 Table of Contents As filed with the Securities and Exchange Commission on July 28, 2016 Registration No.
July 28, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2016 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of In
July 28, 2016	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS SECOND QUARTER 2016 RESULTS EX-99.1 2 ex-991xq22016.htm EXHIBIT 99.1 Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS SECOND QUARTER 2016 RESULTS New York, NY - July 28, 2016 - Town Sports International Holdings, Inc. (NASDAQ: CLUB) today reported financial results for its second quarter ended June 30, 2016. Second Quarter Highlights • Total member count decreased 2,000 to 551,000 during Q2 2016 compared to an i
July 28, 2016	EX-10.2	Form of Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2016). EX-10.2 2 ex102.htm EXHIBIT 10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of June, 2016 (the “Effective Date”), by and between Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as of the Company and
July 28, 2016	10-Q	Quarterly Report - 10-Q 10-Q 1 a10qq22016.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commis
May 26, 2016	8-K	Town Sports International Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2016 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Inc
May 18, 2016	8-K	Town Sports International Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 12, 2016 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpo
May 3, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2016 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorporation
May 3, 2016	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2016 RESULTS Exhibit Exhibit 99.1 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. REPORTS FIRST QUARTER 2016 RESULTS New York, NY - May 3, 2016 - Town Sports International Holdings, Inc. (NASDAQ: CLUB) today reported financial results for its first quarter ended March 31, 2016 . First Quarter Highlights ? Total member count increased 12,000 to 553,000 during Q1 2016 compared to an increase of 21,000 in Q1 2015 ( Q1 2
May 3, 2016	EX-10.1	Amendment to Amended and Restated Executive Severance Agreement, dated as of March 31, 2016, between Town Sports International Holdings, Inc. and Carolyn Spatafora (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2016). Exhibit 10.1 AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT This Amendment to the Amended and Restated Executive Severance Agreement is dated the 31st day of March, 2016 (this “Amendment”) between Town Sports International Holdings, Inc. (“Holdings” and collectively with its subsidiaries and affiliates being referred to as the “Company”) and Carolyn Spatafora (the “Executive”). WH
May 3, 2016	S-8	Town Sports International Holdings FORM S-8 Table of Contents As filed with the Securities and Exchange Commission on May 3, 2016.
May 3, 2016	10-Q	Quarterly Report - 10-Q 10-Q 1 a10qq12016.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commi
March 29, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2016 (March 24, 2016) Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other
March 29, 2016	DEFA14A	Town Sports International Holdings DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ? Definitive P
March 29, 2016	DEF 14A	Town Sports International Holdings DEF 14A DEF 14A Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement only ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
March 14, 2016	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 ex991to13da708800007031416.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per s
March 14, 2016	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 7)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Number) Patrick Walsh PW Par
March 7, 2016	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2015 FINANCIAL RESULTS Exhibit Exhibit 99.1 For Release on March 7, 2016 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2015 FINANCIAL RESULTS New York, NY - March 7, 2016 - Town Sports International Holdings, Inc. (?TSI?, ?TSI Holdings?, the ?Company?, ?our? or ?we?) (NASDAQ: CLUB), one of the leading owners and operators of health clubs located primarily in major cities from Washington
March 7, 2016	8-K	Town Sports International Holdings 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2016 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Incorpo
March 7, 2016	EX-21	Company State of Incorporation Doing Business As Parent TSI Holdings II, LLC DE n/a Town Sports International, LLC NY n/a Subsidiaries BFX 1231 Third Avenue, LLC DE BFX Studio BFX 30 Broad Street, LLC DE BFX Studio BFX Back Bay, LLC DE BFX Studio BFX Exhibit 21 Company State of Incorporation Doing Business As Parent TSI Holdings II, LLC DE n/a Town Sports International, LLC NY n/a Subsidiaries BFX 1231 Third Avenue, LLC DE BFX Studio BFX 30 Broad Street, LLC DE BFX Studio BFX Back Bay, LLC DE BFX Studio BFX West 15th Street, LLC DE BFX Studio Boutique Fitness, LLC DE BFX Boutique Fitness Experience TSI 20 Exchange Place, LLC DE NYSC TSI 217 Br
March 7, 2016	10-K	Annual Report - 10-K 10-K 1 a10k-123115.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 ¨ Transition Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the transition period from Commission file num
March 7, 2016	EX-10.44	Agreement Regarding Termination of Nomination and Standstill Agreement, dated as of February 17, 2016, among Town Sports International Holdings, Inc., PW Partners Atlas Fund III LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, Patrick Walsh, HG Vora Special Opportunities Master Fund, Ltd., HG Vora Capital Management, LLC and Parag Vora (incorporated by reference to Exhibit 10.44 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015). Exhibit 10.44 Agreement Regarding Termination of Nomination and Standstill Agreement This Agreement Regarding Termination of Nomination and Standstill Agreement, dated as of February 17, 2016 (the ?Agreement?), is entered into by and among Town Sports International Holdings, Inc., a Delaware corporation (the ?Corporation?), PW Partners Atlas Fund III LP (?Atlas Fund III?), PW Partners Master Fund
February 16, 2016	SC 13G/A	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 1 Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89214A102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate
December 9, 2015	8-K	Town Sports International Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 9, 2015 (December 3, 2015) TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36803 20-0640002 (State or Other
November 4, 2015	8-K	Town Sports International Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2015 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of
November 2, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-3
November 2, 2015	EX-10.2	Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2015). Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of July, 2015 (the “Effective Date”), by and between Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as a director of the Company and may, therefore, be su
November 2, 2015	EX-10.5	Form of Non-Qualified Stock Option Agreement for Gregory Bartoli (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2015). Exhibit 10.5 NON-QUALIFIED STOCK OPTION AGREEMENT TOWN SPORTS INTERNATIONAL HOLDINGS, INC. THIS OPTION AGREEMENT, dated August 19, 2015 (this ?Agreement?), between Town Sports International Holdings, Inc. (the ?Company?) and Gregory Bartoli (the ?Optionee?). Preliminary Statement The Optionee and the Company have entered into a letter agreement dated August 17, 2015 (the ?Letter Agreement?), which
November 2, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2015 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of Inco
November 2, 2015	EX-10.3	Form of Non-Qualified Stock Option Agreement for Gregory Bartoli pursuant to the 2006 Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2015). Exhibit 10.3 NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED THIS AGREEMENT, dated as of August 19, 2015 (this ?Agreement?), between Town Sports International Holdings, Inc. (the ?Company?) and Gregory Bartoli (the ?Participant?). Preliminary Statement The Compensation Committee of the Board of Directors of the Com
November 2, 2015	EX-10.4	Form of Restricted Stock Agreement for Gregory Bartoli (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2015). Exhibit 10.4 RESTRICTED STOCK AGREEMENT THIS AGREEMENT (this “Agreement”) made as of August 19, 2015, by and between Town Sports International Holdings, Inc. (the “Company”) and Gregory Bartoli (the “Holder”). Although this award is not made under the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”), capitalized terms used herein without definition shall
November 2, 2015	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES THIRD QUARTER 2015 FINANCIAL RESULTS EX-99.1 2 ex-991xq32015.htm EXHIBIT 99.1 Exhibit 99.1 For Release on November 2, 2015 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES THIRD QUARTER 2015 FINANCIAL RESULTS New York, NY - November 2, 2015 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB), one of the leading owners and operators of health clubs located primarily in major cities from Washington, DC
October 20, 2015	EX-24	EX-24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carolyn Spatafora and Kieran Sikso and each of them acting or signing alone, as his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Town Sports International Holdings, Inc.
October 13, 2015	EX-24	EX-24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carolyn Spatafora and Kieran Sikso and each of them acting or signing alone, as his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Town Sports International Holdings, Inc.
September 14, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 14, 2015 (September 11, 2015) TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36803 20-0640002 (State or Ot
August 24, 2015	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Numb
August 21, 2015	EX-24	EX-24 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carolyn Spatafora and Kieran Sikso and each of them acting or signing alone, as his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Town Sports International Holdings, Inc.
August 18, 2015	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 18, 2015 (August 17, 2015) TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdictio
August 18, 2015	EX-10.1	Letter Agreement, dated as of August 17, 2015, between Town Sports International Holdings, Inc. and Gregory Bartoli (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 18, 2015). EX-10.1 2 d89255dex101.htm EX-10.1 Exhibit 10.1 August 17, 2015 Mr. Gregory Bartoli c/o Town Sports International Holdings, Inc. 5 Penn Plaza New York, NY 10001 Re: Town Sports - Offer Letter Dear Greg: Town Sports International Holdings, Inc. (“TSI Holdings”) and Town Sports International, LLC (the “Company” or “TSI”) a subsidiary of TSI Holdings, is pleased to extend this offer of employment to
August 18, 2015	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES GREGORY BARTOLI AS CHIEF OPERATING OFFICER EX-99.1 3 d89255dex991.htm EX-99.1 Exhibit 99.1 For Release on August 18, 2015 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES GREGORY BARTOLI AS CHIEF OPERATING OFFICER New York, NY – August 18, 2015 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ:CLUB) today announced the appointment of Gregory Bartoli as Chief Operating Officer of the Company, effective August 19,
July 30, 2015	S-8	Town Sports International Holdings FORM S-8 Form S-8 Table of Contents As filed with the Securities and Exchange Commission on July 30, 2015 Registration No.
July 30, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 8K Q2 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2015 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of
July 30, 2015	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-36803
July 30, 2015	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES SECOND QUARTER 2015 FINANCIAL RESULTS EX-99.1 2 ex-991xq22015.htm EXHIBIT 99.1 Exhibit 99.1 For Release on July 30, 2015 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES SECOND QUARTER 2015 FINANCIAL RESULTS New York, NY - July 30, 2015 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB), one of the leading owners and operators of health clubs located primarily in major cities from Washington, DC north
July 22, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 22, 2015 (July 16, 2015) TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36803 20-0640002 (State or Other Jurisd
June 18, 2015	EX-99.1	Town Sports International Holdings, Inc. Announces Departure of Chief Executive Officer EX-99.1 Exhibit 99.1 Town Sports International Holdings, Inc. Announces Departure of Chief Executive Officer New York, NY(BUSINESS WIRE) Town Sports International Holdings, Inc. (TSI or the Company) (NASDAQ:CLUB), one of the leading owners and operators of health clubs located primarily in major cities from Washington, DC north through New England, operating under the brand names New York S
June 18, 2015	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 18, 2015 (June 17, 2015) TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36803 20-0640002 (State or Other Jurisd
June 18, 2015	EX-10.1	Separation Letter, dated as of June 17, 2015, between Town Sports International Holdings, Inc. and Daniel Gallagher (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 18, 2015). EX-10.1 Exhibit 10.1 June 17, 2015 Daniel Gallagher c/o Town Sports International Holdings, Inc. 5 Penn Plaza New York, NY 10001 Dear Dan: This letter agreement (the ?Agreement?) confirms the terms that Town Sports International Holdings, Inc. (?TSI Holdings? and together with its subsidiaries and affiliates, the ?Company?) is offering you in connection with your departure from the employ of the C
June 12, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 5, 2015	10-Q	Quarterly Report - FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Transition period from to . Commission File Number 001-36803
May 5, 2015	DEFA14A	Town Sports International Holdings DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ? Definitive P
May 5, 2015	EX-99.1	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS EX-99.1 2 ex-991552015.htm EXHIBIT 99.1 Exhibit 99.1 For Release on May 5, 2015 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS New York, NY - May 5, 2015 - Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB), one of the leading owners and operators of health clubs located primarily in major cities from Washington, DC north throu
May 5, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 5.5.2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2015 Town Sports International Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36803 20-0640002 (State or other Jurisdiction of
April 30, 2015	SC 13G	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC Passive Investment SC 13G 1 c430151sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89214A102 (CUSIP Number) April 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropri
April 29, 2015	DEFA14A	Town Sports International Holdings DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement. ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ? Definitive P
April 27, 2015	DEF 14A	Amended and Restated Town Sports International Holdings, Inc. 2006 Annual Performance Bonus Plan (incorporated by reference to Appendix B of the Registrant’s definitive Proxy Statement on Schedule 14A filed on April 27, 2015). DEF 14A Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement only ? Definitive Additional Materials ? Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
March 25, 2015	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / PW Partners Atlas Fund III, LP - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Numb
March 25, 2015	EX-10.3	Amended and Restated Non-Employee Director Compensation Plan, effective as of February 25, 2015 (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on March 25, 2015). EX-10.3 Exhibit 10.3 Amended and Restated Non-Employee Director Compensation Plan 1. The following non-employee Board members will receive the following annual retainer: (a) The non-executive chairman of the Board, if applicable, will receive a $100,000 annual retainer; (b) The lead director of the Board, if applicable, will receive a $75,000 annual retainer; (c) Each non-employee Board member (ot
March 25, 2015	EX-99.1	***** EX-99.1 Exhibit 99.1 Town Sports International Holdings, Inc. Announces Agreements on Board Composition On March 24, 2015, Town Sports International Holdings, Inc. (Nasdaq: CLUB) (?TSI? or the ?Company?) announced that the Board of Directors unanimously approved, effective immediately, the appointment of each of Martin J. Annese, Jason M. Fish, Mark A. McEachen, Patrick Walsh and L. Spencer Wells
March 25, 2015	EX-10.1	Nomination and Standstill Agreement, dated as of March 24, 2015, by and among Town Sports International Holdings, Inc. and PW Partners Atlas Fund III LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, Patrick Walsh, HG Vora Special Opportunities Master Fund, Ltd., HG Vora Capital Management, LLC and Parag Vora. Holdings, Inc. and PW Partners Atlas Fund III LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, Patrick Walsh, HG Vora Special Opportunities Master Fund, Ltd., HG Vora Capital Management, LLC, and Parag Vora (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 25, 2015). EX-10.1 Exhibit 10.1 EXECUTION VERSION NOMINATION AND STANDSTILL AGREEMENT This Agreement (this ?Agreement?) is made and entered into as of March 24, 2015, by and among Town Sports International Holdings, Inc. (the ?Company?), PW Partners Atlas Fund III LP (?Atlas Fund III?), PW Partners Master Fund LP (?PW Master Fund?), PW Partners Atlas Funds, LLC (?Atlas Fund GP?), PW Partners, LLC (?PW Master
March 25, 2015	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Town Sports International Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 89214A102 (CUSIP Numb
March 25, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 24, 2015 Town Sports International Holdings, Inc. (Exact Name of Issuer as Specified in Charter) Delaware 001-36803 20-0640002 (State or Other Jurisdiction of Incorpora
March 25, 2015	SC 13D/A	CLUB / Town Sports International Holdings, Inc. / FARALLON CAPITAL MANAGEMENT LLC - 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
March 25, 2015	EX-99.1	NOMINATION AND STANDSTILL AGREEMENT EX-99.1 2 ex991to13da508800007b032415.htm NOMINATION AND STANDSTILL AGREEMENT Exhibit 99.1 NOMINATION AND STANDSTILL AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 24, 2015, by and among Town Sports International Holdings, Inc. (the “Company”), PW Partners Atlas Fund III LP (“Atlas Fund III”), PW Partners Master Fund LP (“PW Master Fund”), PW Partners Atlas Funds,
March 25, 2015	EX-10.2	Letter Agreement, dated as of March 24, 2015, between Town Sports International Holdings, Inc. and Farallon Capital Management, L.L.C. (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on March 25, 2015). EX-10.2 Exhibit 10.2 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 5 Pen Plaza (4th Floor) New York, NY 10001 March 24, 2015 Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, CA 94111 Dear Andrew; As we have discussed, Town Sports International Holdings, Inc. (the ?Company?) is currently evaluating strategic alternatives for the future of the Company, which may include a
March 25, 2015	EX-99.1	NOMINATION AND STANDSTILL AGREEMENT Exhibit 99.1 NOMINATION AND STANDSTILL AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 24, 2015, by and among Town Sports International Holdings, Inc. (the “Company”), PW Partners Atlas Fund III LP (“Atlas Fund III”), PW Partners Master Fund LP (“PW Master Fund”), PW Partners Atlas Funds, LLC (“Atlas Fund GP”), PW Partners, LLC (“PW Master Fund GP”), PW Partners Ca
February 27, 2015	EX-21	State of Exhibit 21 Company State of Incorporation Doing Business As Parent TSI Holdings II, LLC DE n/a Town Sports International, LLC NY n/a Subsidiaries BFX 1231 Third Avenue, LLC DE BFX Studio BFX 30 Broad Street, LLC DE BFX Studio BFX Back Bay, LLC DE BFX Studio BFX West 15th Street, LLC DE BFX Studio Boutique Fitness, LLC DE BFX Boutique Fitness Experience TSI 217 Broadway, LLC DE NYSC TSI Alexandria,
February 27, 2015	EX-10.5	First Amendment to Credit Agreement, dated as of January 30, 2015, among Town Sports International, LLC, TSI Holdings, II, LLC, the lenders party thereto, Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.5 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014). EX-10.5 2 ex-105.htm EXHIBIT 10.5 Exhibit 10.5 EXECUTION VERSION TSI HOLDINGS II, LLC TOWN SPORTS INTERNATIONAL, LLC FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is dated as of January 30, 2015 and entered into by and among TSI HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), TOWN SPORTS INTERNATIONAL, LLC, a New York lim
February 27, 2015	10-K	Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2014 ? Transition Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the transition period from Commission file number: 001-36803 Town Sports I
February 25, 2015	EX-10.3	Form of Amended and Restated Executive Severance Agreement, dated as of February 25, 2015, between Town Sports International Holdings, Inc. and each of Carolyn Spatafora, and Nitin Ajmera (incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K filed on February 25, 2015). EX-10.3 Exhibit 10.3 AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT Amended and Restated Executive Severance Agreement, dated as of February 25, 2015 (this “Agreement”), between Town Sports International Holdings, Inc. (“Holdings” and collectively with its subsidiaries and affiliates being referred to as the “Company”) and [Name of Executive] (the “Executive”). WHEREAS, the Executive and Town

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