Anthony Geisler - 07 Feb 2023 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
Issuer symbol
XPOF
Transactions as of
07 Feb 2023
Net transactions value
-$24,500,000
Form type
4
Filing time
17 Feb 2023, 18:52:09 UTC
Previous filing
05 Jan 2023
Next filing
27 Feb 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Gift $0 -5,081 -0.49% $0.000000 1,024,175 17 Jan 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F1, F2
transaction XPOF Class B Common Stock Disposed to Issuer $0 -1,000,000 -98% $0.000000 24,175 07 Feb 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F3
transaction XPOF Class A Common Stock Options Exercise $0 +1,000,000 +95% $0.000000 2,052,514 07 Feb 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F3
transaction XPOF Class A Common Stock Sale $24,500,000 -1,000,000 -49% $24.50 1,052,514 10 Feb 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F4
holding XPOF Class B Common Stock 7,439,858 07 Feb 2023 LAG Fit, Inc. F5
holding XPOF Class A Common Stock 83,330 07 Feb 2023 LAG Fit, Inc. F5
holding XPOF Class A Common Stock 356,138 07 Feb 2023 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 Gift -5,081 -0.49% 1,024,175 17 Jan 2023 Class A Common Stock 5,081 The Anthony Geisler Trust U/A Dated 05/17/2011 F1, F2, F6, F7, F8
transaction XPOF LLC Units in Xponential Holdings LLC Conversion of derivative security -1,000,000 -98% 24,175 07 Feb 2023 Class A Common Stock 1,000,000 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F3, F6, F7, F8
holding XPOF LLC Units in Xponential Holdings LLC 7,439,858 07 Feb 2023 Class A Common Stock 7,439,858 LAG Fit, Inc. F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan.
F2 Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust.
F3 On February 7, 2023, the Anthony Geisler Trust U/A Dated 05/17/2011 redeemed 1,000,000 LLC Units, together with the cancellation of 1,000,000 shares of Class B Common Stock, for 1,000,000 shares of Class A Common Stock.
F4 On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold 1,000,000 shares of Class A Common Stock at a public offering price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions.
F5 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.
F6 Any vested 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.
F7 All LLC Units are vested and redeemable into shares of Class A common stock.
F8 The LLC Units do not expire.