Mark Grabowski - Jul 26, 2021 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Director, 10%+ Owner
Signature
/s/ Mark Grabowski
Stock symbol
XPOF
Transactions as of
Jul 26, 2021
Transactions value $
$1,262
Form type
4
Date filed
7/28/2021, 08:29 PM
Previous filing
Jul 22, 2021
Next filing
Nov 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Award $0 +11.6M $0.00 11.6M Jul 26, 2021 H&W Investco II LP F1, F2
transaction XPOF Class B Common Stock Award $1.26K +12.6M $0.00* 12.6M Jul 26, 2021 H&W Investco LP F1, F2

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 Award $0 +12.6M $0.00 12.6M Jul 26, 2021 Class A Common Stock 12.6M H&W Investco LP F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting persons and their affiliates in H&W Franchise Holdings, LLC.
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 Upon vesting, each LLC unit in Xponential Holdings LLC ("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. The LLC Units do not expire.
F4 The LLC Units are fully vested.