SEC Form SC 13D/A filed by Life Time Group Holdings Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*             The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹ Based on 198,835,049 shares outstanding as of May 3, 2024, as reflected in Life Time Holding Group, Inc.’s Form 10-Q filed on May 7, 2024 for the quarterly period ended March 31, 2024.

² Based on 198,835,049 shares outstanding as of May 3, 2024, as reflected in Life Time Holding Group, Inc.’s Form 10-Q filed on May 7, 2024 for the quarterly period ended March 31, 2024.

³ Based on 198,835,049 shares outstanding as of May 3, 2024, as reflected in Life Time Holding Group, Inc.’s Form 10-Q filed on May 7, 2024 for the quarterly period ended March 31, 2024.

EXPLANATORY NOTE: This Amendment No. 1 (this “Amendment”) to the statement on Schedule 13D filed October 12, 2021 (the “Schedule 13D”) filed by SLT Investors, LLC, Simon Property Group, L.P. and Simon Property Group, Inc. (each, a “Reporting Person”) relating to the common stock, $0.01 par value per share (the “Common Stock”), of Life Time Group Holdings, Inc. (the “Issuer”) amends the Schedule 13D as set forth below. Capitalized terms used but not defined herein have the meanings set forth in the Schedule 13D.

Effective May 24, 2024, SLT Investors, LLC terminated the Stockholders Agreement only as to Section 1 thereof (relating to the coordination of voting of securities among parties to the Stockholders Agreement) and, as a result, each Reporting Person ceased to be a member of a group with such other parties to the Stockholders Agreement for purposes of Rule 13d-3 under the Exchange Act, as amended.

References to percentage ownerships of the Common Stock in this Amendment are based on 198,835,049 shares of the Common Stock outstanding as of May 3, 2024, as reflected in Life Time Holding Group, Inc.’s Form 10-Q filed on May 7, 2024 for the quarterly period ended March 31, 2024.

(a) – (b)

Each of the Reporting Persons disclaims beneficial ownership of the shares of the Common Stock beneficially owned by such Reporting Person, except to the extent of its or his pecuniary interest therein.

Item 6 of the Schedule 13D is hereby amended to add the following:

Effective May 24, 2024, SLT Investors, LLC terminated the Stockholders Agreement only as to Section 1 thereof (relating to the coordination of voting of securities among parties to the Stockholders Agreement) and, as a result, each Reporting Person ceased to be a member of a group with such other parties to the Stockholders Agreement for purposes of Rule 13d-3 under the Exchange Act, as amended.

SCHEDULE 13D
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 28, 2024