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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
Life Time Fitness, Inc.
Common Stock
53217R 20 7
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| o | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (12-02)
Page 1 of 5
| CUSIP No. 53217R 20 7 | 13 G | Page 2 of 5 Pages | ||
| 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Bahram Akradi |
| 2. | Check the Appropriate Box if
a Member of a Group (See Instructions) Not Applicable |
(a) o
(b) o
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization United States |
| 5. | Sole Voting Power | |||
| 4,357,174 |
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| Number of | 6. | Shared Voting Power | ||
| Shares | 0 | |||
| Beneficially |
|
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| Owned by Each | 7. | Sole Dispositive Power | ||
| Reporting | 4,357,174 | |||
| Person |
|
|||
| With: | 8. | Shared Dispositive Power | ||
| 0 | ||||
|
|
||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,357,174 |
|
|
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| 10. | Check if the Aggregate Amount
in Row (9) Excludes
Certain Shares (See Instructions) Not Applicable |
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|
|
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| 11. | Percent of Class Represented
by Amount In Row (9) 12.5% |
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|
|
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| 12. | Type of Reporting Person (See
Instructions) IN |
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| Item 1. |
| (a) | Name of Issuer Life Time Fitness, Inc. |
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| (b) | Address of Issuer’s Principal Executive Offices 6442 City West Parkway Eden Prairie, Minnesota 55344 |
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| Item 2. |
| (a) | Name of Person Filing Bahram Akradi |
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| (b) | Address of Principal Business Office or, if none, Residence 6442 City West Parkway Eden Prairie, Minnesota 55344 |
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| (c) | Citizenship United States |
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| (d) | Title of Class of Securities Common Stock |
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| (e) | CUSIP Number 53217R 20 7 |
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o Broker or dealer registered under section 15 of the Act. | |||
| (b) | o Bank as defined in section 3(a)(6) of the Act. | |||
| (c) | o Insurance company as defined in section 3(a)(19) of the Act. | |||
| (d) | o Investment company registered under section 8 of the Investment Company Act of 1940. | |||
| (e) | o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | |||
| (f) | o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). | |||
| (g) | o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | |||
| (h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |||
| (i) | o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940. |
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| (j) | o Group, in accordance with § 240.13d-1(b)(1)(ii)(J). | |||
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned 4,357,174 |
Page 3 of 5
| (b) | Percent of Class 12.5% |
|||
| (c) | Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote 4,357,174 |
|||
| (ii) | Shared power to vote or to direct the vote 0 |
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| (iii) | Sole power to dispose or to direct the disposition of 4,357,174 |
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| (iv) | Shared power to dispose or to direct the disposition of 0 |
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The shares listed in Item 4 include options to purchase 1,057,174 shares of Common Stock that are currently fully exercisable or will be exercisable within 60 days.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).
Page 4 of 5
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Instruction. Dissolution of a group requires a response to this item.
| Not Applicable | ||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person. | |
| Not Applicable | ||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |
| Not Applicable | ||
Item 8.
|
Identification and Classification of Members of the Group | |
| Not Applicable | ||
Item 9.
|
Notice of Dissolution of Group | |
| Not Applicable | ||
Item 10.
|
Certification | |
| Not Applicable |
SIGNATURE
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.
| December 31, 2004 Date /s/ Bahram Akradi Signature Bahram Akradi, Chairman of the Board of Directors, President and Chief Executive Officer |
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| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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