sc13da908800007_12142016.htm
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 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)

December 12, 2016
(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).
 
 
 
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
PW Partners Atlas Fund III LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
0
8
SHARED VOTING POWER
 
3,450,536
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,450,536
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,450,536
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.5%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
PW Partners Atlas Funds, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
0
8
SHARED VOTING POWER
 
3,450,536
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,450,536
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,450,536
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.5%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
PW Partners Capital Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
0
8
SHARED VOTING POWER
 
3,450,536
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,450,536
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,450,536
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.5%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 89214A102
 
1
NAME OF REPORTING PERSON
 
Patrick Walsh
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
999,294
8
SHARED VOTING POWER
 
3,450,536
9
SOLE DISPOSITIVE POWER
 
299,294
10
SHARED DISPOSITIVE POWER
 
3,450,536
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,449,830
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.4%
14
TYPE OF REPORTING PERSON
 
IN

 
5
 
CUSIP NO. 89214A102
 
The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
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 3,450,536 Shares directly owned by Atlas Fund III is approximately $16,470,098, excluding brokerage commissions.
 
Other than 929,344 Shares (including 700,000 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 69,950 Shares purchased by Mr. Walsh is approximately $319,532, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
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 25,613,547 Shares outstanding as of October 24, 2016, 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 October 26, 2016.
 
As of the close of business on the date hereof, Atlas Fund III beneficially owned directly 3,450,536 Shares and Mr. Walsh beneficially owned directly 999,294 Shares (including 700,000 unvested restricted Shares), constituting approximately 13.5% and 3.9%, respectively, of the Shares outstanding.
 
Atlas Fund GP, as the general partner of Atlas Fund III, may be deemed to beneficially own the 3,450,536 Shares directly beneficially owned by Atlas Fund III, constituting approximately 13.5% of the Shares outstanding.
 
PW Capital Management, as the investment manager with respect to Atlas Fund III, may be deemed to beneficially own the 3,450,536 Shares directly beneficially owned by Atlas Fund III, constituting approximately 13.5% 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 3,450,536 Shares beneficially owned by Atlas Fund GP and PW Capital Management, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 4,449,830 Shares or approximately 17.4% 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, 299,294 Shares beneficially owned directly by him and the sole power to vote or direct the vote of an additional 700,000 unvested restricted Shares beneficially owned directly by him.
 
 
6
 
CUSIP NO. 89214A102
 
(c)           Schedule A attached hereto reports all transactions in the securities of the Issuer by the Reporting Persons during the past 60 days that were effected in the open market. In addition, on December 12, 2016, Mr. Walsh received 500,000 restricted Shares in his capacity as an officer of the Issuer. These restricted Shares will vest in three equal annual installments commencing on December 12, 2017, the first anniversary of the grant date.
 
 
7
 
CUSIP NO. 89214A102
 
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: December 14, 2016
 
 
PW PARTNERS ATLAS FUND III LP
     
 
By:
PW Partners Atlas Funds, LLC
General Partner
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS ATLAS FUNDS, LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS CAPITAL MANAGEMENT LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member


 
/s/ Patrick Walsh
 
PATRICK WALSH
 
 
8
 
CUSIP NO. 89214A102

SCHEDULE A
 
OPEN MARKET TRANSACTIONS IN THE SECURITIES OF THE ISSUER DURING THE PAST SIXTY DAYS
 
Class of Security
Amount of Securities
Purchased
Price ($)
Date of
Purchase
       
PW PARTNERS ATLAS FUND III LP
       
Common Stock
110
2.3500
11/11/2016
Common Stock
42,985
2.3500
11/15/2016