Filing Details
- Accession Number:
- 0000929638-23-001088
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-04-04 20:41:15
- Reporting Period:
- 2023-03-29
- Accepted Time:
- 2023-04-04 20:41:15
- 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 | 2023-03-29 | 4,583 | $0.00 | 14,622 | No | 4 | G | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
| Class A Common Stock | Disposition | 2023-03-31 | 66,200 | $30.26 | 873,969 | No | 4 | S | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
| Class A Common Stock | Disposition | 2023-04-03 | 25,663 | $30.97 | 848,306 | No | 4 | S | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
| Class A Common Stock | Disposition | 2023-04-03 | 43,592 | $31.54 | 804,714 | No | 4 | S | Indirect | The Anthony Geisler Trust U/A Dated 05/17/2011 |
| Class A Common Stock | Disposition | 2023-04-04 | 38,535 | $31.04 | 766,179 | 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 | 4 | G | 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 |
| No | 4 | S | 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 |
| 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 | 2023-03-29 | 4,583 | $0.00 | 4,583 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 14,622 | No | 4 | G | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 347,995 | Direct | |
| Class B Common Stock | 7,439,858 | Indirect | LAG Fit, Inc. |
| Class A Common Stock | 83,330 | Indirect | LAG Fit, Inc. |
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 adopted by the reporting person on December 13, 2022.
- 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.
- The sale was made pursuant to a 10b5-1 plan adopted by the reporting person on December 14, 2022.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.41 to $31.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.44 to $31.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.48, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
- 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.
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