Fill in this information to identify your case:

United States Bankruptcy Court for the:

EASTERN DISTRICT OF VIRGINIA

Case number (if known) Chapter 7

 Check if this an

amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/20

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and the case number (if

known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor's name ClubX, LLC

2. All other names debtor

used in the last 8 years

Include any assumed

names, trade names and

doing business as names

FKA Sport & Health Clubs, L.C.

3. Debtor's federal

Employer Identification

Number (EIN)

54-1959156

4. Debtor's address Principal place of business Mailing address, if different from principal place of

business

c/o David C. Canfield, Esq.

Bean Kinney & Korman, P.C.

2311 Wilson Blvd., Suite 500

Arlington, VA 22201-5422

451 Hungerford Dr., Suite 700

Rockville, MD 20850-5121

Number, Street, City, State & ZIP Code P.O. Box, Number, Street, City, State & ZIP Code

Arlington Location of principal assets, if different from principal

County place of business

Number, Street, City, State & ZIP Code

5. Debtor's website (URL)

6. Type of debtor  Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

 Partnership (excluding LLP)

 Other. Specify:

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

Case 20-12470-KHK Doc 1 Filed 11/05/20 Entered 11/05/20 18:58:43 Desc Main

Document Page 1 of 8
Debtor ClubX, LLC Case number (if known)

Name

7. Describe debtor's business A. Check one:

 Health Care Business (as defined in 11 U.S.C. § 101(27A))

 Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

 Railroad (as defined in 11 U.S.C. § 101(44))

 Stockbroker (as defined in 11 U.S.C. § 101(53A))

 Commodity Broker (as defined in 11 U.S.C. § 101(6))

 Clearing Bank (as defined in 11 U.S.C. § 781(3))

 None of the above

B. Check all that apply

 Tax-exempt entity (as described in 26 U.S.C. §501)

 Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. §80a-3)

 Investment advisor (as defined in 15 U.S.C. §80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor.

 See http://www.uscourts.gov/four-digit-national-association-naics-codes.

8. Under which chapter of the

Bankruptcy Code is the

debtor filing?

A debtor who is a “small

business debtor” must check

the first sub-box. A debtor as

defined in § 1182(1) who

elects to proceed under

subchapter V of chapter 11

(whether or not the debtor is a

“small business debtor”) must

check the second sub-box.

Check one:

 Chapter 7

 Chapter 9

 Chapter 11. Check all that apply:

 The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its aggregate

noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than

$2,725,625. If this sub-box is selected, attach the most recent balance sheet, statement of

operations, cash-flow statement, and federal income tax return or if any of these documents do not

exist, follow the procedure in 11 U.S.C. § 1116(1)(B).

 The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate noncontingent liquidated

debts (excluding debts owed to insiders or affiliates) are less than $7,500,000, and it chooses to

proceed under Subchapter V of Chapter 11. If this sub-box is selected, attach the most recent

balance sheet, statement of operations, cash-flow statement, and federal income tax return, or if

any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).

 A plan is being filed with this petition.

 Acceptances of the plan were solicited prepetition from one or more classes of creditors, in

accordance with 11 U.S.C. § 1126(b).

 The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and

Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the

Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11

(Official Form 201A) with this form.

 The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.

 Chapter 12

9. Were prior bankruptcy

cases filed by or against

the debtor within the last 8

years?

 No.

 Yes.

If more than 2 cases, attach a

separate list. District When Case number

District When Case number

10. Are any bankruptcy cases

pending or being filed by a

business partner or an

affiliate of the debtor?

 No

 Yes.

List all cases. If more than 1,

attach a separate list Debtor Relationship

District When Case number, if known

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

Case 20-12470-KHK Doc 1 Filed 11/05/20 Entered 11/05/20 18:58:43 Desc Main

Document Page 2 of 8
Debtor ClubX, LLC Case number (if known)

Name

11. Why is the case filed in

this district?

Check all that apply:

 Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately

preceding the date of this petition or for a longer part of such 180 days than in any other district.

 A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or

have possession of any

real property or personal

property that needs

immediate attention?

 No

 Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.

Why does the property need immediate attention? (Check all that apply.)

 It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.

What is the hazard?

 It needs to be physically secured or protected from the weather.

 It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example,

livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options).

 Other

Where is the property?

Number, Street, City, State & ZIP Code

Is the property insured?

 No

 Yes. Insurance agency

Contact name

Phone

Statistical and administrative information

13. Debtor's estimation of

available funds

. Check one:

 Funds will be available for distribution to unsecured creditors.

 After any administrative expenses are paid, no funds will be available to unsecured creditors.

14. Estimated number of

creditors

 1-49

 50-99

 100-199

 200-999

 1,000-5,000

 5001-10,000

 10,001-25,000

 25,001-50,000

 50,001-100,000

 More than100,000

15. Estimated Assets  $0 - $50,000

 $50,001 - $100,000

 $100,001 - $500,000

 $500,001 - $1 million

 $1,000,001 - $10 million

 $10,000,001 - $50 million

 $50,000,001 - $100 million

 $100,000,001 - $500 million

 $500,000,001 - $1 billion

 $1,000,000,001 - $10 billion

 $10,000,000,001 - $50 billion

 More than $50 billion

16. Estimated liabilities  $0 - $50,000

 $50,001 - $100,000

 $100,001 - $500,000

 $500,001 - $1 million

 $1,000,001 - $10 million

 $10,000,001 - $50 million

 $50,000,001 - $100 million

 $100,000,001 - $500 million

 $500,000,001 - $1 billion

 $1,000,000,001 - $10 billion

 $10,000,000,001 - $50 billion

 More than $50 billion

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

Case 20-12470-KHK Doc 1 Filed 11/05/20 Entered 11/05/20 18:58:43 Desc Main

Document Page 3 of 8
Debtor ClubX, LLC Case number (if known)

Name

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or

imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature

of authorized

representative of debtor

The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition.

I have been authorized to file this petition on behalf of the debtor.

I have examined the information in this petition and have a reasonable belief that the information is true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on November 5, 2020

MM / DD / YYYY

X /s/ Thomas D. W. Fauquier Thomas D. W. Fauquier

Signature of authorized representative of debtor Printed name

Title CEO

18. Signature of attorney X /s/ Steven B. Ramsdell, Date November 5, 2020

Signature of attorney for debtor MM / DD / YYYY

Steven B. Ramsdell, 33222

Printed name

Tyler, Bartl & Ramsdell, PLC

Firm name

300 N. Washington St.

Suite 310

Alexandria, VA 22314

Number, Street, City, State & ZIP Code

Contact phone (703) 549-5000 Email address

33222 VA

Bar number and State

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

Case 20-12470-KHK Doc 1 Filed 11/05/20 Entered 11/05/20 18:58:43 Desc Main

Document Page 4 of 8
}bk1{Credito AresMatix}bk{

Alexandria Two Associates, LP

c/o William Eacho

6223 Kennedy Dr.

Chevy Chase, MD 20815

Bethesda-Chevy Chase Racquet

c/o Promark Partners

450 Hungerford Dr., Suite 700

Rockville, MD 20850

Brafferton Owner, LLC

c/o MD Financial Investors Inc

2800 Quarry Lake Dr., # 340

Baltimore, MD 21209

Brambletown Town Center Assoc.

c/o Suave Enterprises, LLC

3400 E. Lafayette

Detroit, MI 48207

CESC Gateway One, LLC

c/o JBG SMITH Mgmt. Services

4747 Bethesda Ave., Suite 200

Bethesda, MD 20814

CESC Gateway Two, LLC

c/o JBG SMITH Mgmt. Services

4747 Bethesda Ave., Suite 200

Bethesda, MD 20814

Douglas Development Corp.

702 H St., NW, Suite 400

Washington, DC 20001

Evergreen Square Limited

c/o Core Development Group

24012 Frederick Rd.

Clarksburg, MD 20871

FC Ballston Commons, LLC

600 Superior Ave. East

Suite 1500

Cleveland, OH 44114-2619

Case 20-12470-KHK Doc 1 Filed 11/05/20 Entered 11/05/20 18:58:43 Desc Main

Document Page 5 of 8
Fitness Complex, LLC

c/o Tri Borough Management

1509 Dodona Terrace, Suite 205

Leesburg, VA 20175

JBG/Woodbridge Retail LLC

c/o JBG Rosenfeld Retail Prop.

4445 Willard Ave., Suite 400

Chevy Chase, MD 20815

K and W, LC

194 Serenity View Ln.

Middletown, VA 22645

Leon Koutsouftikis, Esq.

Magruder Cook Koutsouftikis

1889 Preston White Dr., #200

Reston, VA 20191

Market Square at Frederick LLC

c/o JBGR/TRS, LLC

4747 Bethesda Ave., Suite 200

Bethesda, MD 20814

Michael W. Robinson, Esq.

Venable LLP

8010 Towers Crescent Dr., #300

Vienna, VA 22182

Real Property Advisors, LLC

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Russell Avenue Operating, LLC

c/o Promark Partners

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Sport & Health Holdings, LLC

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Sport and Health Virginia

Properties, LC

6726 Curran St., Suite 300

McLean, VA 22102

Case 20-12470-KHK Doc 1 Filed 11/05/20 Entered 11/05/20 18:58:43 Desc Main

Document Page 6 of 8
Target Corporation

Property Development TPN 12 Fl

1000 Nicollet Mall

Minneapolis, MN 55403

Third Crystal Park Assoc.

c/o JBG SMITH Mgmt. Services

4747 Bethesda Ave., Suite 200

Bethesda, MD 20814

US Fitness Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Worldgate Centre

c/o Rappaport

8405 Greensboro Dr., 8th Fl.

McLean, VA 22102-5121

Case 20-12470-KHK Doc 1 Filed 11/05/20 Entered 11/05/20 18:58:43 Desc Main

Document Page 7 of 8
United States Bankruptcy Court

Eastern District of Virginia

In re ClubX, LLC Case No.

Debtor(s) Chapter 7

CORPORATE OWNERSHIP STATEMENT (RULE 7007.1)

Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualification or

recusal, the undersigned counsel for ClubX, LLC in the above captioned action, certifies that the following is a (are)

corporation(s), other than the debtor or a governmental unit, that directly or indirectly own(s) 10% or more of any class of

the corporation's(s') equity interests, or states that there are no entities to report under FRBP 7007.1:

Sport & Health Holdings, LLC

451 Hungerford Dr., Suite 700

Rockville, MD 20850-5121

 None [Check if applicable]

November 5, 2020 /s/ Steven B. Ramsdell,

Date Steven B. Ramsdell, 33222

Signature of Attorney or Litigant

Counsel for ClubX, LLC

Tyler, Bartl & Ramsdell, PLC

300 N. Washington St.

Suite 310

Alexandria, VA 22314

(703) 549-5000 Fax:(703) 549-5011

Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 20-12470-KHK Doc 1 Filed 11/05/20 Entered 11/05/20 18:58:43 Desc Main

Document Page 8 of 8