Edgar Filing: Voon Richard H.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Farallon FCP, Ltd.

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2009

3. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC [CLUB]

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.,Â ONE MARITIME PLAZA, SUITE 2100

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of Group Owning 10%

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94111

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	465,337	D ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽⁶⁾	Â
Common Stock, par value $0.001 per share	524,778	D ⁽¹⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	Â
Common Stock, par value $0.001 per share	24,519	D ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	Â
Common Stock, par value $0.001 per share	4,316,645	I	See Footnotes ⁽¹⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾
Common Stock, par value $0.001 per share	4,316,645	I	See Footnotes ⁽¹⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Farallon FCP, Ltd. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Member of Group Owning 10%
Farallon FCIP, Ltd. C/O FARALLON CAPITAL MANGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Member of Group Owning 10%
Farallon FCOI II, Ltd. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Member of Group Owning 10%
Hirsch Daniel J. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Member of Group Owning 10%
Voon Richard H. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Member of Group Owning 10%

Signatures

/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (2) through (4) and footnotes (8) and (9).		01/05/2009
^**Signature of Reporting Person		Date
.		01/05/2009
^**Signature of Reporting Person		Date
.		01/05/2009
^**Signature of Reporting Person		Date
.		01/05/2009
^**Signature of Reporting Person		Date
.		01/05/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The entities and individuals identified in the footnotes of this Form 3 and certain affiliated entities and individuals that are filing two Form 4s on the same date as the filing of this Form 3 with respect to the securities described in this Form 3 (the "Farallon Form 4s") may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group.
(2)	The amount of securities shown in this row is owned directly by Farallon FCP, Ltd. (the "FCP Trust").
(3)	The amount of securities shown in this row is owned directly by Farallon FCIP, Ltd. (the "FCIP Trust").
(4)	The amount of securities shown in this row is owned directly by Farallon FCOI II, Ltd. (the "FCOI II Trust" and, together with the FCP Trust and the FCIP Trust, the "Farallon Trusts").
(5)	For information regarding the total number of securities of the Issuer beneficially owned by certain affiliated entities and individuals of the Farallon Trusts, see footnotes (7) through (9) of this Form 3 and the Farallon Form 4s.
(6)	Farallon Partners, L.L.C. ("FPLLC"), one of the reporting persons in the Farallon Form 4s, is a trustee of each of the Farallon Trusts. FPLLC has no direct or indirect pecuniary interest in the securities held by the Farallon Trusts.
(7)	The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P., RR Capital Partners, L.P. and Farallon Capital Offshore Investors II, L.P. (collectively, the "Partnerships"). As the general partner to each of the Partnerships, FPLLC may be deemed to be the beneficial owner of the Issuer's securities held by each of the Partnerships. The Partnerships and FPLLC are reporting persons in the Farallon Form 4s.
(8)	Effective as of January 1, 2009, Daniel J. Hirsch ("Hirsch") became a managing member of FPLLC, and, as a result, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships.
(9)	Effective as of January 1, 2009, Richard H. Voon ("Voon") became a managing member of FPLLC, and, as a result, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships.
(10)	Hirsch, Voon and the individuals identified in the Farallon Form 4s disclaim any beneficial ownership of any of the Issuer's securities reported or referred to herein for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of their pecuniary interest, if any. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein for the purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

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