Mark Grabowski - Aug 11, 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
Aug 11, 2023
Transactions value $
$99,238
Form type
4
Date filed
8/14/2023, 07:08 AM
Previous filing
Aug 17, 2023
Next filing
Jun 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Purchase $99.2K +4.64K +44.31% $21.39 15.1K Aug 11, 2023 Direct F1, F2
holding XPOF Class A Common Stock 6.86M Aug 11, 2023 H&W Investco II LP F3
holding XPOF Class B Common Stock 7.45M Aug 11, 2023 H&W Investco LP 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 7.45M Aug 11, 2023 Class A Common Stock 7.45M H&W Investco LP F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
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.