Sarah Luna - Oct 25, 2022 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
President
Signature
/s/ John Meloun, as Attorney-in-Fact, for Sarah Luna
Stock symbol
XPOF
Transactions as of
Oct 25, 2022
Transactions value $
-$279,319
Form type
4
Date filed
2/27/2023, 08:18 PM
Previous filing
Aug 15, 2022
Next filing
Mar 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Other $0.18 +1.78K +3.2% $0.00* 57.4K Oct 25, 2022 Direct F1
transaction XPOF Class A Common Stock Tax liability -$279K -11K -3.65% $25.49 289K Jan 26, 2023 Direct F2
transaction XPOF Class A Common Stock Award $0 +7.66K +2.65% $0.00 297K Feb 23, 2023 Direct F3

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
holding XPOF LLC Units in Xponential Holdings LLC 57.4K Oct 25, 2022 Class A Common Stock 57.4K Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Upon the vesting of each LLC unit in Xponential Holdings LLC ("LLC Unit"), Xponential Fitness, Inc. (the "Company") issues to the holder a share of Class B Common Stock.
F2 Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting.
F3 Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The RSUs will vest, subject to continued service, 100% on May 24, 2023.
F4 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.
F5 All LLC Units are vested and redeemable into shares of Class A common stock. The reporting person previously reported 58,735 LLC Units, including 1,364 LLC Units that will service-vest on April 13, 2023. The reporting person is changing the reporting method to exclude such unvested LLC Units.
F6 The LLC Units do not expire.