SC 13D/A 1 sc_13da_town.htm

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

(212) 782-3480

Daniel I. Fisher

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 24, 2020

(Date of Event Which Requires Filing of 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 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)

Schedule 13D

CUSIP No. 89214A102


(1)	Name of Reporting Persons: Kennedy Lewis Management LP
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ◻ (b) ◻
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
(6)	Citizenship or Place of Organization: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power 4,200,000
		(8)	Shared Voting Power 0
		(9)	Sole Dispositive Power 4,200,000
		(10)	Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 4,200,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
(13)	Percent of Class Represented by Amount in Row (11): 14.1%*
(14)	Type of Reporting Person (See Instructions): PN, IA

*	Based on 29,715,140 shares of Common Stock of Town Sports International Holdings, Inc. (the “Issuer”) outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2020.

Schedule 13D

CUSIP No. 89214A102


(1)	Name of Reporting Persons: KLM GP LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ◻ (b) ◻
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
(6)	Citizenship or Place of Organization: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power 4,200,000
		(8)	Shared Voting Power 0
		(9)	Sole Dispositive Power 4,200,000
		(10)	Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 4,200,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
(13)	Percent of Class Represented by Amount in Row (11): 14.1%*
(14)	Type of Reporting Person (See Instructions): OO, HC

*	Based on 29,715,140 shares of Common Stock of the Issuer outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on September 4, 2020.

Schedule 13D

CUSIP No. 89214A102


(1)	Name of Reporting Persons: Kennedy Lewis Investment Management LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ◻ (b) ◻
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
(6)	Citizenship or Place of Organization: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power 4,200,000
		(8)	Shared Voting Power 0
		(9)	Sole Dispositive Power 4,200,000
		(10)	Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 4,200,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
(13)	Percent of Class Represented by Amount in Row (11): 14.1%*
(14)	Type of Reporting Person (See Instructions): OO, HC

*	Based on 29,715,140 shares of Common Stock of the Issuer outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on September 4, 2020.

Schedule 13D

CUSIP No. 89214A102


(1)	Name of Reporting Persons: Darren Richman
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ◻ (b) ◻
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): AF
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
(6)	Citizenship or Place of Organization: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power 4,200,000
		(8)	Shared Voting Power 0
		(9)	Sole Dispositive Power 4,200,000
		(10)	Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 4,200,000
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
(13)	Percent of Class Represented by Amount in Row (11): 14.1%*
(14)	Type of Reporting Person (See Instructions): IN, HC

*	Based on 29,715,140 shares of Common Stock of the Issuer outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on September 4, 2020.

Schedule 13D

CUSIP No. 89214A102

Name of Reporting Persons:

David Chene

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ◻ (b) ◻

SEC Form S filed