Filing Details
- Accession Number:
- 0000929638-23-000666
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-02-17 19:52:09
- Reporting Period:
- 2023-02-07
- Accepted Time:
- 2023-02-17 19:52:09
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1802156 | Xponential Fitness Inc. | XPOF | Services-Miscellaneous Amusement & Recreation (7990) | 844395129 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1870549 | Anthony Geisler | C/O Xponential Fitness, Inc. 17877 Von Karman Ave, Suite 100 Irvine CA 92614 | Chief Executive Officer | No | No | No | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Class B Common Stock | Disposition | 2023-01-17 | 5,081 | $0.00 | 1,024,175 | No | 5 | G | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
Class B Common Stock | Disposition | 2023-02-07 | 1,000,000 | $0.00 | 24,175 | No | 4 | D | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
Class A Common Stock | Acquisiton | 2023-02-07 | 1,000,000 | $0.00 | 2,052,514 | No | 4 | M | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
Class A Common Stock | Disposition | 2023-02-10 | 1,000,000 | $24.50 | 1,052,514 | No | 4 | S | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 5 | G | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
No | 4 | D | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
No | 4 | M | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
No | 4 | S | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Class A Common Stock | LLC Units in Xponential Holdings LLC | Disposition | 2023-01-17 | 5,081 | $0.00 | 5,081 | $0.00 |
Class A Common Stock | LLC Units in Xponential Holdings LLC | Disposition | 2023-02-07 | 1,000,000 | $0.00 | 1,000,000 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
1,024,175 | No | 5 | G | Indirect | ||
24,175 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Class B Common Stock | 7,439,858 | Indirect | LAG Fit, Inc. |
Class A Common Stock | 83,330 | Indirect | LAG Fit, Inc. |
Class A Common Stock | 356,138 | Direct |
Reported Derivative Holdings
Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
---|---|---|---|---|---|---|---|
Class A Common Stock | LLC Units in Xponential Holdings LLC | $0.00 | 7,439,858 | 7,439,858 | Indirect |
Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
---|---|---|---|
7,439,858 | 7,439,858 | Indirect |
Footnotes
- Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan.
- Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust.
- On February 7, 2023, the Anthony Geisler Trust U/A Dated 05/17/2011 redeemed 1,000,000 LLC Units, together with the cancellation of 1,000,000 shares of Class B Common Stock, for 1,000,000 shares of Class A Common Stock.
- On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold 1,000,000 shares of Class A Common Stock at a public offering price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions.
- LAG Fit, Inc. is wholly owned by Mr. Geisler. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc.
- Any vested LLC Unit may be redeemed for, together with the cancellation of a share of Class B common stock, one share of Class A common stock or a cash payment equal to the volume weighted average market price of one share of Class A common stock for each LLC Unit redeemed.
- All LLC Units are vested and redeemable into shares of Class A common stock.
- The LLC Units do not expire.