Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | XPOF | Class B Common Stock | Disposed to Issuer | $0 | -2.08M | -20.99% | $0.00 | 7.84M | Feb 7, 2023 | H&W Investco LP | F1, F2 |
transaction | XPOF | Class A Common Stock | Options Exercise | $0 | +2.08M | $0.00 | 2.08M | Feb 7, 2023 | H&W Investco LP | F1, F2 | |
transaction | XPOF | Class A Common Stock | Sale | -$51M | -2.08M | -100% | $24.50 | 0 | Feb 10, 2023 | H&W Investco LP | F2, F3 |
transaction | XPOF | Class A Common Stock | Sale | -$47M | -1.92M | -20.99% | $24.50 | 7.21M | Feb 10, 2023 | H&W Investco II LP | F2, F3 |
holding | XPOF | Class A Common Stock | 10.5K | Feb 7, 2023 | Direct |
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 | Conversion of derivative security | $0 | -2.08M | -20.99% | $0.00 | 7.84M | Feb 7, 2023 | Class A Common Stock | 2.08M | H&W Investco LP | F1, F2, F4, F5, F6 |
Id | Content |
---|---|
F1 | On February 7, 2023, H&W Investco LP redeemed 2,083,600 LLC Units, together with the cancellation of 2,083,600 shares of Class B Common Stock, for 2,083,600 shares of Class A Common Stock. |
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 February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold an aggregate of 4,000,000 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. The total 4,000,000 shares consist of (i) 1,916,400 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,083,600 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. |
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. |
F5 | The LLC Units are fully vested. |
F6 | The LLC Units do not expire. |