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

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ John Meloun, as Attorney-in-Fact, for Anthony Geisler
Stock symbol
XPOF
Transactions as of
Jul 26, 2021
Transactions value $
$852
Form type
4
Date filed
7/28/2021, 08:31 PM
Previous filing
Jul 22, 2021
Next filing
Sep 30, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Award $0 +83.3K $0.00 83.3K Jul 26, 2021 LAG Fit, Inc. F1, F2
transaction XPOF Class B Common Stock Award $744 +7.44M $0.00* 7.44M Jul 26, 2021 LAG Fit, Inc. F1, F2
transaction XPOF Class B Common Stock Award $108 +1.08M $0.00* 1.08M Jul 26, 2021 Direct F1

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 +7.44M $0.00 7.44M Jul 26, 2021 Class A Common Stock 7.44M LAG Fit, Inc. F1, F2, F3, F4
transaction XPOF LLC Units in Xponential Holdings LLC Award $0 +2.78M $0.00 2.78M Jul 26, 2021 Class A Common Stock 2.78M Direct F1, F3, F5
* 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 in H&W Franchise Holdings, LLC.
F2 LAG Fit, Inc. is wholly owned by Mr. Geisler. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc.
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.
F5 The LLC Units (i) service-vest as to 136,404 LLC Units on each of the first four anniversaries of August 17, 2017, as to 168,024 LLC Units on October 24, 2018 and as to 168,024 LLC Units on each of the first three anniversaries of May 2, 2018 and (ii) performance-vest as to 1,561,544 LLC Units based on the achievement of a specified per share price for the Issuer's Class A common stock for 25 of 30 consecutive trading days following the end of the initial public offering 180-day lock-up period.