Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On July 14, 2020, the Board of Directors of Town Sports International Holdings, Inc. (the "Company") approved Amendment No. 2 (the "Amendment") to the Town Sports International Holdings, Inc. 2018 Management Stock Purchase Plan, as amended and restated on March 13, 2018, as previously amended by Amendment No. 1 dated June 15, 2019 (as amended, the "MSPP").

The changes to the MSPP pursuant to the Amendment approved by the Board of Directors of the Company include, but are not limited to, revisions to the definition of "Voluntary Holding Period" and to Article V of the MSPP, in order to provide for certain accelerated matching and vesting entitlements for participants in the MSPP upon a change of control.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No. 2 to the Town Sports International Holdings, Inc. 2018

Management Stock Purchase Plan, As Amended, dated July 14, 2020.

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