Sarah Luna - 25 Oct 2022 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
President
Signature
/s/ John Meloun, as Attorney-in-Fact, for Sarah Luna
Issuer symbol
XPOF
Transactions as of
25 Oct 2022
Net transactions value
-$279,319
Form type
4
Filing time
27 Feb 2023, 20:18:03 UTC
Previous filing
15 Aug 2022
Next filing
08 Mar 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 Other $0.1778 +1,778 +3.2% $0.000100* 57,371 25 Oct 2022 Direct F1
transaction XPOF Class A Common Stock Tax liability $279,319 -10,958 -3.7% $25.49 289,248 26 Jan 2023 Direct F2
transaction XPOF Class A Common Stock Award $0 +7,661 +2.6% $0.000000 296,909 23 Feb 2023 Direct F3

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
holding XPOF LLC Units in Xponential Holdings LLC 57,371 25 Oct 2022 Class A Common Stock 57,371 Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Upon the vesting of each LLC unit in Xponential Holdings LLC ("LLC Unit"), Xponential Fitness, Inc. (the "Company") issues to the holder a share of Class B Common Stock.
F2 Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting.
F3 Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The RSUs will vest, subject to continued service, 100% on May 24, 2023.
F4 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.
F5 All LLC Units are vested and redeemable into shares of Class A common stock. The reporting person previously reported 58,735 LLC Units, including 1,364 LLC Units that will service-vest on April 13, 2023. The reporting person is changing the reporting method to exclude such unvested LLC Units.
F6 The LLC Units do not expire.