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

Role
EVP, Finance
Signature
John Meloun, as Attorney-in-Fact, for Megan Moen
Stock symbol
XPOF
Transactions as of
Jul 26, 2021
Transactions value $
$13
Form type
4
Date filed
7/28/2021, 08:33 PM
Previous filing
Jul 22, 2021
Next filing
Aug 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Award $12.90 +129K $0.00* 129K 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 +215K $0.00 215K Jul 26, 2021 Class A Common Stock 215K Direct F1, F2, F3
* 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 person in H&W Franchise Holdings, LLC.
F2 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.
F3 The LLC Units (i) are fully vested as to 78,109 LLC Units, (ii) service-vest as to 17,050 LLC Units on each of the first four anniversaries of September 26, 2017 and (iii) performance-vest as to 68,202 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.