Mark Grabowski - May 10, 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
May 10, 2023
Transactions value $
$0
Form type
4
Date filed
8/17/2023, 10:34 PM
Previous filing
Feb 17, 2023
Next filing
Aug 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Award $0 +2.9K +19.2% $0.00 18K May 10, 2023 Direct F1
holding XPOF Class A Common Stock 6.86M May 10, 2023 H&W Investco II LP F2
holding XPOF Class B Common Stock 7.45M May 10, 2023 H&W Investco LP 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
holding XPOF LLC Units in Xponential Holdings LLC 7.45M May 10, 2023 Class A Common Stock 7.45M H&W Investco LP F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted to the Reporting Person for services on the Issuer's board of directors. All shares subject to the RSUs will vest, subject to continued service, on the first anniversary date of the Issuer's 2023 Annual Meeting of Stockholders.
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 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.
F4 The LLC Units are fully vested.
F5 The LLC Units do not expire.