Mark Grabowski - Feb 7, 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Director, 10%+ Owner
Signature
/s/ John Meloun, as Attorney-in-Fact, for Mark Grabowski
Stock symbol
XPOF
Transactions as of
Feb 7, 2023
Transactions value $
-$98,000,000
Form type
4
Date filed
2/17/2023, 06:52 PM
Previous filing
May 13, 2022
Next filing
Feb 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Disposed to Issuer $0 -2.08M -20.99% $0.00 7.84M Feb 7, 2023 H&W Investco LP F1, F2
transaction XPOF Class A Common Stock Options Exercise $0 +2.08M $0.00 2.08M Feb 7, 2023 H&W Investco LP F1, F2
transaction XPOF Class A Common Stock Sale -$51M -2.08M -100% $24.50 0 Feb 10, 2023 H&W Investco LP F2, F3
transaction XPOF Class A Common Stock Sale -$47M -1.92M -20.99% $24.50 7.21M Feb 10, 2023 H&W Investco II LP F2, F3
holding XPOF Class A Common Stock 10.5K Feb 7, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction XPOF LLC Units in Xponential Holdings LLC Conversion of derivative security $0 -2.08M -20.99% $0.00 7.84M Feb 7, 2023 Class A Common Stock 2.08M H&W Investco LP F1, F2, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 7, 2023, H&W Investco LP redeemed 2,083,600 LLC Units, together with the cancellation of 2,083,600 shares of Class B Common Stock, for 2,083,600 shares of Class A Common Stock.
F2 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.
F3 On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold an aggregate of 4,000,000 shares of Class A Common Stock at a public offering 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 4,000,000 shares consist of (i) 1,916,400 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,083,600 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.
F4 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.
F5 The LLC Units are fully vested.
F6 The LLC Units do not expire.