Filing Details

Accession Number:
0000929638-23-002238
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-08-14 06:08:25
Reporting Period:
2023-08-11
Accepted Time:
2023-08-14 06:08:25
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 Acquisiton 2023-08-11 4,640 $21.39 15,112 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 6,855,613 Indirect H&W Investco II LP
Class B Common Stock 7,453,744 Indirect H&W Investco LP
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 7,453,744 7,453,744 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
7,453,744 7,453,744 Indirect
Footnotes
  1. The transactions reported on this Form 4 resulted in profits under Section 16(b) of the Securities Exchange Act of 1934, for which the Reporting Person has remitted $9,041.10 to the Issuer, the maximum amount of the profits realized in connection with the transactions.
  2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.36 to $21.42, 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.
  3. 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.
  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.