Filing Details
- Accession Number:
- 0000950170-24-129942
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-11-22 06:48:36
- Reporting Period:
- 2024-11-21
- Accepted Time:
- 2024-11-22 06:48:36
- 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 |
|---|---|---|---|---|---|---|---|
| 1870551 | Mark Grabowski | 17877 Von Karman Ave, Suite 100 C/O Xponential Fitness, Inc. Irvine CA 92614 | 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 | 2024-11-21 | 1,352,047 | $0.00 | 6,101,697 | No | 4 | D | Indirect | H&W Investco LP |
| Class A Common Stock | Acquisiton | 2024-11-21 | 1,352,047 | $0.00 | 1,352,047 | No | 4 | M | Indirect | H&W Investco LP |
| Class A Common Stock | Disposition | 2024-11-21 | 1,352,047 | $15.35 | 0 | No | 4 | S | Indirect | H&W Investco LP |
| Class A Common Stock | Disposition | 2024-11-21 | 1,243,551 | $15.35 | 5,612,062 | No | 4 | S | Indirect | H&W Investco II LP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | D | Indirect | H&W Investco LP |
| No | 4 | M | Indirect | H&W Investco LP |
| No | 4 | S | Indirect | H&W Investco LP |
| No | 4 | S | Indirect | H&W Investco II 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 | 2024-11-21 | 1,352,047 | $0.00 | 1,352,047 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 6,101,697 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 30,546 | Direct |
Footnotes
- On November 21, 2024, H&W Investco LP ("Investco I") redeemed 1,352,047 LLC Units, together with the cancellation of 1,352,047 shares of Class B Common Stock, for 1,352,047 shares of Class A Common Stock.
- MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.
- On November 20, 2024, Investco I and Investco II enlisted BofA Securities, Inc. as broker-dealer in connection with the sale of 2,595,598 shares of the Issuer's Class A Common Stock at the public offering price of $15.35 per share, less the broker discount of $1.91 per share. On November 21, 2024, Investco I and Investco II sold 1,352,047 shares of Class A Common Stock and 1,243,551 shares of Class A Common Stock, respectively, pursuant to Rule 144 under the Securities Act of 1933, as amended, through its broker-dealer.
- 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.
- The LLC Units are fully vested.
- The LLC Units do not expire.
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