Amended Statement of Beneficial Ownership (sc 13d/a)
30 August 2019 - 7:17AM
Edgar (US Regulatory)
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 value $0.001 per share
(Title of Class of Securities)
89214A102
(CUSIP Number)
Patrick Walsh
PW Partners Atlas Funds, LLC
141 W. Jackson Blvd., Suite 1702
Chicago, Illinois 60604
(312) 347-1709
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August 27, 2019
(Date of Event Which Requires
Filing of This Statement)
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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).
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1
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NAME OF REPORTING PERSON
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PW Partners Atlas Fund III LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,271,182
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,271,182
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,271,182
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.5%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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PW Partners Atlas Funds, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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|
SHARES
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|
|
|
|
BENEFICIALLY
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0
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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|
|
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REPORTING
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1,271,182
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PERSON WITH
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9
|
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SOLE DISPOSITIVE POWER
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|
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|
|
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0
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10
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SHARED DISPOSITIVE POWER
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|
|
|
|
|
|
|
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|
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1,271,182
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
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1,271,182
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.5%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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PW Partners Capital Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
|
|
SOLE VOTING POWER
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|
SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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|
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REPORTING
|
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1,271,182
|
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PERSON WITH
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9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
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0
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10
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SHARED DISPOSITIVE POWER
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1,271,182
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
|
|
|
|
|
|
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1,271,182
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.5%
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|
14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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|
|
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|
|
|
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|
Patrick Walsh
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
|
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|
|
|
(b) ☐
|
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|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF, AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,483,827
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,271,182
|
|
PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,777,992
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10
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SHARED DISPOSITIVE POWER
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1,271,182
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,755,009
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.4%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 16 to the Schedule 13D filed by the undersigned (“Amendment No. 16”). This Amendment No. 16 amends the
Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Atlas Fund III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business).
The aggregate purchase
price of the 1,271,182 Shares directly owned by Atlas Fund III is approximately $5,682,164, excluding brokerage commissions.
Other than 1,506,882
Shares (including 705,835 unvested restricted Shares) awarded to Mr. Walsh in connection with his service as an officer and director
of the Issuer, the Shares directly owned by Mr. Walsh were purchased with personal funds. The aggregate purchase price of the 976,945
Shares purchased by Mr. Walsh is approximately $2,967,150, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) - 5(c)
are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 27,968,998 Shares outstanding as of July
22, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on July 25, 2019.
As of the close of
business on the date hereof, Atlas Fund III beneficially owned directly 1,271,182 Shares and Mr. Walsh beneficially owned directly
2,483,827 Shares (including 705,835 unvested restricted Shares), constituting approximately 4.5% and 8.9%, respectively, of the
Shares outstanding.
Atlas Fund GP, as
the general partner of Atlas Fund III, may be deemed to beneficially own the 1,271,182 Shares directly beneficially owned by Atlas
Fund III, constituting approximately 4.5% of the Shares outstanding.
PW Capital Management,
as the investment manager with respect to Atlas Fund III, may be deemed to beneficially own the 1,271,182 Shares directly beneficially
owned by Atlas Fund III, constituting approximately 4.5% of the Shares outstanding.
Mr. Walsh, as the
Managing Member and Chief Executive Officer of Atlas Fund GP and the Managing Member of PW Capital Management, may be deemed to
beneficially own the 1,271,182 Shares beneficially owned by Atlas Fund GP and PW Capital Management, which, together with the Shares
he directly beneficially owns, constitutes an aggregate of 3,755,009 Shares or approximately 13.4% of the Shares outstanding.
(b) Each
of Atlas Fund III, Atlas Fund GP, PW Capital Management and Mr. Walsh have shared power to vote or direct the vote of, and to dispose
or direct the disposition of, the Shares beneficially owned directly by Atlas Fund III.
Mr. Walsh has the
sole power to vote or direct the vote of, and to dispose or direct the disposition of, 1,777,992 Shares beneficially owned directly
by him and the sole power to vote or direct the vote of an additional 705,835 unvested restricted Shares beneficially owned directly
by him.
(c) On
August 26, 2019, Mr. Walsh purchased 216,266 Shares at a weighted average price of $1.5239 per Share in open market transactions.
On August 27, 2019, Mr. Walsh purchased 110,310 Shares at a weighted average price of $1.8734 per Share in open market transactions.
On August 28, 2019, Mr. Walsh purchased 68,550 Shares at a weighted average price of $1.8732 per Share in open market transactions.
SIGNATURES
After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement
is true, complete, and correct.
Dated: August 29, 2019
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PW PARTNERS ATLAS FUND III LP
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By:
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PW Partners Atlas Funds, LLC
General Partner
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS ATLAS FUNDS, LLC
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS CAPITAL MANAGEMENT LLC
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member
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/s/ Patrick Walsh
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Patrick Walsh
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