Anthony Geisler - 06 Mar 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Signature
/s/ John Meloun, as Attorney-in-Fact, for Anthony Geisler
Issuer symbol
XPOF
Transactions as of
06 Mar 2023
Net transactions value
-$4,478,087
Form type
4
Filing time
08 Mar 2023, 19:25:49 UTC
Previous filing
27 Feb 2023
Next filing
04 Apr 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Tax liability $1,069,711 -35,084 -9.2% $30.49 347,995 06 Mar 2023 Direct F1
transaction XPOF Class A Common Stock Sale $3,350,901 -110,445 -10% $30.34 942,069 06 Mar 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F3, F4
transaction XPOF Class A Common Stock Sale $57,475 -1,900 -0.2% $30.25 940,169 07 Mar 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F2, F4, F5
transaction XPOF Class B Common Stock Gift $0 -4,970 -21% $0.000000 19,205 07 Mar 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F4, F6
holding XPOF Class B Common Stock 7,439,858 06 Mar 2023 LAG Fit, Inc. F7
holding XPOF Class A Common Stock 83,330 06 Mar 2023 LAG Fit, Inc. F7

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 -4,970 -21% 19,205 07 Mar 2023 Class A Common Stock 4,970 The Anthony Geisler Trust U/A Dated 05/17/2011 F4, F6, F8, F9, F10
holding XPOF LLC Units in Xponential Holdings LLC 7,439,858 06 Mar 2023 Class A Common Stock 7,439,858 LAG Fit, Inc. F7, F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting.
F2 The sale was made pursuant to a 10b5-1 plan previously adopted by the reporting person.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.69, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
F4 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.58, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
F6 Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan.
F7 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.
F8 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.
F9 All LLC Units are vested and redeemable into shares of Class A common stock.
F10 The LLC Units do not expire.