Filing Details
- Accession Number:
- 0000929638-23-002136
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-07-31 21:56:05
- Reporting Period:
- 2023-07-03
- Accepted Time:
- 2023-07-31 21:56:05
- 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 |
|---|---|---|---|---|---|---|---|
| 1870566 | Ryan Junk | C/O Xponential Fitness, Inc. 17877 Von Karman Ave, Suite 100 Irvine CA 92614 | Chief Operating 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 | 2023-07-03 | 6,500 | $0.00 | 27,420 | No | 4 | D | Direct | |
| Class A Common Stock | Acquisiton | 2023-07-03 | 6,500 | $0.00 | 246,092 | No | 4 | A | Direct | |
| Class A Common Stock | Disposition | 2023-07-27 | 15,097 | $19.91 | 230,995 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-07-27 | 1,424 | $20.40 | 11,041 | No | 4 | S | Indirect | By Spouse |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | D | Direct | |
| No | 4 | A | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Indirect | By Spouse |
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 | 2023-07-03 | 6,500 | $0.00 | 6,500 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 27,420 | No | 4 | C | Direct |
Footnotes
- On July 3, 2023, the reporting person redeemed 6,500 LLC Units, together with the cancellation of 6,500 shares of Class B Common Stock, for 6,500 shares of Class A Common Stock.
- The sale reported on this Form 4 represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale was to satisfy tax withholding obligations to be funded by a "mandatory sell to cover" transaction and does not represent a discretionary transaction by the reporting person.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.56 to $20.50, 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 $20.34 to $20.50, 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.
- 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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