Mark Grabowski - Apr 11, 2022 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
Apr 11, 2022
Transactions value $
-$103,500,000
Form type
4
Date filed
4/13/2022, 05:20 PM
Previous filing
Nov 12, 2021
Next filing
May 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Sale -$49.6M -2.48M -21.35% $20.00 9.13M Apr 11, 2022 H&W Investco II LP F1, F2
transaction XPOF Class B Common Stock Other $0 -2.7M -21.35% $0.00 9.93M Apr 11, 2022 H&W Investco LP F2, F3
transaction XPOF Class A Common Stock Other $0 +2.7M $0.00 2.7M Apr 11, 2022 H&W Investco LP F2, F3
transaction XPOF Class A Common Stock Sale -$53.9M -2.7M -100% $20.00 0 Apr 11, 2022 H&W Investco LP F1, F2
holding XPOF Class A Common Stock 6.12K Apr 11, 2022 Direct

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 Other $0 -2.7M -21.35% $0.00 9.93M Apr 11, 2022 Class A Common Stock 2.7M 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 As previously disclosed in the Issuer's prospectus dated April 6, 2022, the Reporting Person completed an underwritten public offering pursuant to which the Reporting sold an aggregate of 5,175,000 shares of Class A Common Stock at a public offering price of $20 per share, or a net per share price of $18.85 after deducting $1.15 per share of underwriting discounts and commissions. The total 5,175,000 shares consists of (i) 2,479,342 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,695,658 shares of Class A Common Stock held by H&W Investco LP following the redemption of LLC units and cancellation of Class B common stock as described and reported herein.
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 On April 11, 2022, H&W Investco LP redeemed 2,695,658 LLC units, together with the cancellation of 2,695,658 shares of Class B common stock, for 2,695,658 shares of Class A common stock.
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. The LLC Units do not expire.
F5 The LLC Units are fully vested.