Anthony Geisler - Aug 25, 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
Aug 25, 2021
Transactions value $
-$9,000,000
Form type
4
Date filed
8/27/2021, 04:05 PM
Previous filing
Sep 30, 2022
Next filing
Sep 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Disposed to Issuer $0 -750K -69.36% $0.00 331K Aug 25, 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 Disposed to Issuer -$9M -750K -26.99% $12.00 2.03M Aug 25, 2021 Class A Common Stock 750K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The underwriters in the Issuer's IPO exercised in part their option to purchase an aggregate of 904,000 shares of Class A common stock, resulting in additional net proceeds of approximately $10.12 million to the Issuer. The Issuer used $9.0 million of such net proceeds to purchase 750,000 LLC Units from Mr. Geisler at a price of $12.00 per share. In connection with such purchase, an equal number of shares of Class B common stock directly held by Mr. Geisler was cancelled.
F2 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) 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 180-day lock-up period for the IPO.