Edgar Filing: LIBERATION INVESTMENT GROUP LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

LIBERATION INVESTMENT GROUP LLC

2. Issuer Name and Ticker or Trading Symbol
BALLY TOTAL FITNESS HOLDING CORP [BFTH]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

330 MADISON AVENUE, 6TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007

(Street)

NEW YORK, NY 10017

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

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	10/01/2007		D		4,206,880 ⁽¹⁾ ⁽²⁾	D	$ 0 ⁽³⁾	0	I	See Footnotes ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

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
LIBERATION INVESTMENT GROUP LLC 330 MADISON AVENUE 6TH FLOOR NEW YORK, NY 10017		X

Signatures

/s/ Emanuel R. Pearlman (4)		10/03/2007
^**Signature of Reporting Person		Date
/s/ Emanuel R. Pearlman (5)		10/03/2007
^**Signature of Reporting Person		Date
/s/ Emanuel R. Pearlman (6)		10/03/2007
^**Signature of Reporting Person		Date
/s/ Emanuel R. Pearlman		10/03/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	This is a joint filing by Liberation Investments, L.P. ("LILP"), Liberation Investments Ltd. ("LILTD"), Liberation Investment Group, LLC ("LIGLLC") and Emanuel R. Pearlman (collectively, the "Reporting Persons"). Immediately prior to the transaction reported herein, LILP directly owned 2,710,042 shares of the Issuer's common stock (the "Shares"), LILTD directly owned 1,461,838 Shares, and Mr. Pearlman directly owned 35,000 Shares. LIGLLC is the sole general partner of LILP and the sole investment advisor to LILTD, and thus may be deemed an indirect beneficial owner of the Shares that were held by LILP and LILTD. Mr. Pearlman is the General Manager, Chairman and Chief Executive Officer of LIGLLC and thus he may be deemed an indirect beneficial owner of the Shares indirectly beneficially owned by LIGLLC.
(2)	The Reporting Persons are filing this joint Form 4 because they may be regarded as a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by the other Reporting Persons and disclaims membership in a group, and this filing shall not constitute an acknowledgment that the Reporting Persons constitute a group.
(3)	On October 1, 2007, the Issuer consummated the First Amended Joint Prepackaged Chapter 11 Plan of Reorganization of the Issuer and its Affiliate Debtors (the "Plan"), which was confirmed by order of the United States Bankruptcy Court for the Southern District of New York on September 17, 2007. Pursuant to the terms of the Plan, the Issuer's shareholders and holders of certain equity-related claims will receive an aggregate distribution of $16.5 million. A determination of the distribution cannot be made until after the October 31, 2007 deadline for submission of proofs of claim for equity-related claims and may require court approval.
Remarks: (4) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC, the sole general partner of LILP. (5) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC, the sole investment advisor to LILTD. (6) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC.

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