Mark Grabowski - Feb 17, 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
Feb 17, 2023
Transactions value $
-$18,375,000
Form type
4
Date filed
2/17/2023, 06:53 PM
Previous filing
Feb 17, 2023
Next filing
Aug 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Sale -$8.8M -359K -4.98% $24.50 6.86M Feb 17, 2023 H&W Investco II LP F1, F2
transaction XPOF Class B Common Stock Disposed to Issuer $0 -391K -4.98% $0.00 7.45M Feb 17, 2023 H&W Investco LP F2, F3
transaction XPOF Class A Common Stock Options Exercise $0 +391K $0.00 391K Feb 17, 2023 H&W Investco LP F2, F3
transaction XPOF Class A Common Stock Sale -$9.57M -391K -100% $24.50 0 Feb 17, 2023 H&W Investco LP F1, F2
holding XPOF Class A Common Stock 10.5K Feb 17, 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 Conversion of derivative security $0 -391K -4.98% $0.00 7.45M Feb 17, 2023 Class A Common Stock 391K H&W Investco LP F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 17, 2023, the underwriters exercised the option to purchase an additional 750,000 shares of Class A Common Stock from the Reporting Persons in the previously reported public offering at a 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 750,000 shares consist of (i) 359,325 shares of Class A Common Stock held by H&W Investco II LP and (ii) 390,675 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 February 17, 2023, H&W Investco LP redeemed 390,675 LLC Units, together with the cancellation of 390,675 shares of Class B Common Stock, for 390,675 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.
F5 The LLC Units are fully vested.
F6 The LLC Units do not expire.