Filing Details

Accession Number:
0000929638-23-000668
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-02-17 19:53:20
Reporting Period:
2023-02-17
Accepted Time:
2023-02-17 19:53:20
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1802156 Xponential Fitness Inc. XPOF () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1745895 H&W Investco Lp 113 Buffalo Bay Road
Madison CT 06443
No No No No
1870551 Mark Grabowski C/O Xponential Fitness, Inc.
17877 Von Karman Ave, Suite 100
Irvine CA 92614
No No No No
1874117 H&W Investco Ii Lp 113 Buffalo Bay Road
Madison CT 06443
No No No No
1874145 Mgag Llc 113 Buffalo Bay Road
Madison CT 06443
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 A Common Stock Disposition 2023-02-17 359,325 $24.50 6,855,613 No 4 S Indirect H&W Investco II LP
Class B Common Stock Disposition 2023-02-17 390,675 $0.00 7,453,744 No 4 D Indirect H&W Investco LP
Class A Common Stock Acquisiton 2023-02-17 390,675 $0.00 390,675 No 4 M Indirect H&W Investco LP
Class A Common Stock Disposition 2023-02-17 390,675 $24.50 0 No 4 S Indirect H&W Investco LP
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect H&W Investco II LP
No 4 D Indirect H&W Investco LP
No 4 M Indirect H&W Investco LP
No 4 S Indirect H&W Investco LP
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 2023-02-17 390,675 $0.00 390,675 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
7,453,744 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 10,472 Direct
Footnotes
  1. On February 17, 2023, the underwriters exercised the option to purchase an additional 750,000 shares of Class A Common Stock from the Reporting Persons in the previously reported public offering at a 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. The total 750,000 shares consist of (i) 359,325 shares of Class A Common Stock held by H&W Investco II LP and (ii) 390,675 shares of Class A Common Stock held by H&W Investco LP following the redemption of LLC Units and cancellation of Class B Common Stock as described and reported herein.
  2. MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.
  3. On February 17, 2023, H&W Investco LP redeemed 390,675 LLC Units, together with the cancellation of 390,675 shares of Class B Common Stock, for 390,675 shares of Class A Common Stock.
  4. Each LLC Unit in Xponential Holdings LLC 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.
  5. The LLC Units are fully vested.
  6. The LLC Units do not expire.