Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

 

Xponential Fitness, Inc.

(Name of Issuer)

 

 

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

 

 

98422X101

(CUSIP Number)

 

 

July 27, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the following box to designate the rule pursuant to which the Schedule is filed:

 

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	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).

  

 

  

CUSIP No. 98422X101
	1.	Names of Reporting Persons DESALKIV Portfolios, L.L.C.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power     -0-
			6.	Shared Voting Power 2,552,055
			7.	Sole Dispositive Power -0-
			8.	Shared Dispositive Power 2,552,055
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,552,055
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 9.99%1
	12.	Type of Reporting Person (See Instructions) OO

 

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV Portfolios, L.L.C. (“DESALKIV”) is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Series A Convertible Preferred Stock (“Convertible Preferred”) to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed 9.99% of the Issuer’s outstanding Class A Common Stock (“Conversion Cap”). The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

 

This percentage figure is based upon 25,546,099 shares of Class A Common Stock outstanding comprised of: (i) 22,994,044 shares of Class A Common Stock outstanding, as reported in the Issuer’s Form 424B4 filed with the SEC on July 26, 2021, and (ii) approximately 2,552,055 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

 

 

CUSIP No. 98422X101
	1.	Names of Reporting Persons D. E. Shaw Manager, L.L.C.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power     -0-
			6.	Shared Voting Power 2,552,055
			7.	Sole Dispositive Power -0-
			8.	Shared Dispositive Power 2,552,055
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,552,055
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 9.99%1
	12.	Type of Reporting Person (See Instructions) OO

 

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Convertible Preferred to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed the Conversion Cap. The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

 

This figure is based upon 25,546,099 shares of Class A Common Stock outstanding comprised of: (i) 22,994,044 shares of Class A Common Stock outstanding, as reported in the Issuer’s Form 424B4 filed with the SEC on July 26, 2021, and (ii) approximately 2,552,055 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

 

CUSIP No. 98422X101
	1.	Names of Reporting Persons D. E. Shaw Adviser, L.L.C.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power     -0-
			6.	Shared Voting Power 2,552,055
			7.	Sole Dispositive Power -0-
			8.	Shared Dispositive Power 2,552,055
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,552,055
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 9.99%1
	12.	Type of Reporting Person (See Instructions) IA

 

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Convertible Preferred to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed the Conversion Cap. The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

 

This figure is based upon 25,546,099 shares of Class A Common Stock outstanding comprised of: (i) 22,994,044 shares of Class A Common Stock outstanding, as reported in the Issuer’s Form 424B4 filed with the SEC on July 26, 2021, and (ii) approximately 2,552,055 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

 

 

CUSIP No. 98422X101
	1.	Names of Reporting Persons D. E. Shaw & Co., L.L.C.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power     -0-
			6.	Shared Voting Power 2,552,055
			7.	Sole Dispositive Power -0-
			8.	Shared Dispositive Power 2,552,055
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,552,055
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 9.99%1
	12.	Type of Reporting Person (See Instructions) OO

  

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Convertible Preferred to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed the Conversion Cap. The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

 

This figure is based upon 25,546,099 shares of Class A Common Stock outstanding comprised of: (i) 22,994,044 shares of Class A Common Stock outstanding, as reported in the Issuer’s Form 424B4 filed with the SEC on July 26, 2021, and (ii) approximately 2,552,055 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

 

 

CUSIP No. 98422X101
	1.	Names of Reporting Persons D. E. Shaw & Co., L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power     -0-
			6.	Shared Voting Power 2,552,055
			7.	Sole Dispositive Power -0-
			8.	Shared Dispositive Power 2,552,055
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,552,055
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 9.99%1
	12.	Type of Reporting Person (See Instructions) IA, PN

  

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Convertible Preferred to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed the Conversion Cap. The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

 

This figure is based upon 25,546,099 shares of Class A Common Stock outstanding comprised of: (i) 22,994,044 shares of Class A Common Stock outstanding, as reported in the Issuer’s Form 424B4 filed with the SEC on July 26, 2021, and (ii) approximately 2,552,055 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

 

 

CUSIP No. 98422X101
	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)  David E. Shaw
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power     -0-
			6.	Shared Voting Power 2,552,055
			7.	Sole Dispositive Power -0-
			8.	Shared Dispositive Power 2,552,055
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,552,055
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 9.99%1
	12.	Type of Reporting Person (See Instructions) IN

  

¹ Pursuant to the terms of the Certificate of Designations included as Exhibit 3.5 to the Issuer’s Amendment No. 1 to Form S-1 filed on June 29, 2021, DESALKIV is not entitled to receive any shares of the Issuer’s Class A Common Stock otherwise deliverable upon conversion of the Issuer’s Convertible Preferred to the extent such receipt would cause DESALKIV’s beneficial ownership to exceed the Conversion Cap. The figures contained herein reflect the number of shares of Class A Common Stock that DESALKIV has the right to acquire through such Convertible Preferred securities pursuant to these terms.

 

This figure is based upon 25,546,099 shares of Class A Common Stock outstanding comprised of: (i) 22,994,044 shares of Class A Common Stock outstanding, as reported in the Issuer’s Form 424B4 filed with the SEC on July 26, 2021, and (ii) approximately 2,552,055 shares of Class A Common Stock issuable upon conversion of Convertible Preferred securities held of record by DESALKIV subject to the Conversion Cap.

 

 

Item 1.
	(a)	Name of Issuer
		Xponential Fitness, Inc.
	(b)	Address of Issuer's Principal Executive Offices
		17877 Von Karman Ave, Suite 100   Irvine, CA 92614
Item 2.
	(a)	Name of Person Filing
		DESALKIV Portfolios, L.L.C.   D. E. Shaw Manager, L.L.C.   D. E. Shaw Adviser, L.L.C.   D. E. Shaw & Co., L.L.C.   D. E. Shaw & Co., L.P.   David E. Shaw
	(b)	Address of Principal Business Office or, if none, Residence
		The business address for each reporting person is:   1166 Avenue of the Americas, 9th Floor   New York, NY 10036
	(c)	Citizenship
		DESALKIV Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware.   D. E. Shaw Manager, L.L.C. is a limited liability company organized under the laws of the state of Delaware.   D. E. Shaw Adviser, L.L.C. is a limited liability company organized under the laws of the state of Delaware.   D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.   D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.   David E. Shaw is a citizen of the United States of America.
	(d)	Title of Class of Securities
		Class A Common Stock, $0.0001 par value
	(e)	CUSIP Number
		98422X101
Item 3.		If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable
Item 4.		Ownership

 

As of July 27, 2021:

 

(a)	Amount beneficially owned:
	DESALKIV Portfolios, L.L.C.:	2,552,055 shares This is composed of 2,552,055 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.
	D. E. Shaw Manager, L.L.C.:	2,552,055 shares This is composed of 2,552,055 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.
	D. E. Shaw Adviser, L.L.C.:	2,552,055 shares This is composed of 2,552,055 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.
	D. E. Shaw & Co., L.L.C.:	2,552,055 shares This is composed of 2,552,055 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.
	D. E. Shaw & Co., L.P.:	2,552,055 shares This is composed of 2,552,055 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.
	David E. Shaw:	2,552,055 shares This is composed of 2,552,055 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.

 

 

(b)

Percent of class:

	DESALKIV Portfolios, L.L.C:	9.99%
	D. E. Shaw Manager, L.L.C.:	9.99%
	D. E. Shaw Adviser, L.L.C.:	9.99%
	D. E. Shaw & Co., L.L.C.:	9.99%
	D. E. Shaw & Co., L.P.:	9.99%
	David E. Shaw:	9.99%

 

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote:

	DESALKIV Portfolios, L.L.C:	-0- shares
	D. E. Shaw Manager, L.L.C.:	-0- shares
	D. E. Shaw Adviser, L.L.C.:	-0- shares
	D. E. Shaw & Co., L.L.C.:	-0- shares
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares

 

(ii)

Shared power to vote or to direct the vote:

	DESALKIV Portfolios, L.L.C:	2,552,055 shares
	D. E. Shaw Manager, L.L.C.:	2,552,055 shares
	D. E. Shaw Adviser, L.L.C.:	2,552,055 shares
	D. E. Shaw & Co., L.L.C.:	2,552,055 shares
	D. E. Shaw & Co., L.P.:	2,552,055 shares
	David E. Shaw:	2,552,055 shares

 

(iii)

Sole power to dispose or to direct the disposition of:

	DESALKIV Portfolios, L.L.C.:	-0- shares
	D. E. Shaw Manager, L.L.C.:	-0- shares
	D. E. Shaw Adviser, L.L.C.:	-0- shares
	D. E. Shaw & Co., L.L.C.:	-0- shares
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares

 

(iv)

Shared power to dispose or to direct the disposition of:

	DESALKIV Portfolios, L.L.C.:	2,552,055 shares
	D. E. Shaw Manager, L.L.C.:	2,552,055 shares
	D. E. Shaw Adviser, L.L.C.:	2,552,055 shares
	D. E. Shaw & Co., L.L.C.:	2,552,055 shares
	D. E. Shaw & Co., L.P.:	2,552,055 shares
	David E. Shaw:	2,552,055 shares

 

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member of D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of DESALKIV Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Manager, L.L.C., which in turn is the manager of DESALKIV Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 2,552,055 shares as described above constituting 9.99% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 2,552,055 shares.

  

 

Item 5.	Ownership of Five Percent or Less of a Class
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

By signing below, each of DESALKIV Portfolios, L.L.C., D. E. Shaw Manager, L.L.C., D. E. Shaw Adviser, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto.

 

Dated: August 6, 2021

 

	DESALKIV Portfolios, L.L.C.
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Authorized Signatory

 

	D. E. Shaw Manager, L.L.C.
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Authorized Signatory

  

	D. E. Shaw Adviser, L.L.C.
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Chief Compliance Officer

  

	D. E. Shaw & Co., L.L.C.
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Authorized Signatory

 

	D. E. Shaw & Co., L.P.
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Chief Compliance Officer

   

	David E. Shaw
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Attorney-in-Fact for David E. Shaw