Ryan Junk - Mar 18, 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Chief Operating Officer
Signature
/s/ John Meloun, as Attorney-in-Fact, for Ryan Junk
Stock symbol
XPOF
Transactions as of
Mar 18, 2023
Transactions value $
-$37,904
Form type
4
Date filed
5/15/2023, 08:24 PM
Previous filing
Mar 10, 2023
Next filing
May 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Tax liability -$25.1K -927 -7.55% $27.05 11.3K Mar 18, 2023 By Spouse F1, F2
transaction XPOF Class A Common Stock Award $0 +1.29K +11.41% $0.00 12.6K May 9, 2023 By Spouse F2, F3
transaction XPOF Class A Common Stock Tax liability -$12.8K -447 -3.54% $28.70 12.2K May 9, 2023 By Spouse F1, F2
transaction XPOF Class B Common Stock Disposed to Issuer $0 -26.3K -100% $0.00* 0 May 11, 2023 By Spouse F4
transaction XPOF Class A Common Stock Award $0 +26.3K +215.52% $0.00 38.5K May 11, 2023 By Spouse F2, F4
holding XPOF Class A Common Stock 242K Mar 18, 2023 Direct
holding XPOF Class B Common Stock 33.9K Mar 18, 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 -26.3K -100% 0 May 11, 2023 Class A Common Stock 26.3K By Spouse F4, F5, F6, F7
holding XPOF LLC Units in Xponential Holdings LLC 33.9K Mar 18, 2023 Class A Common Stock 33.9K Direct F5, F6, F7
* 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 balance in column 5 has been updated to correct the number of shares of Class A Common Stock beneficially owned in Table I of the Form 4 filed by the reporting person on February 27, 2023 which overreported the total amount of shares of Class A Common Stock beneficially owned by the reporting person's spouse.
F3 Represents the Issuer's Class A Common Stock subject to performance stock units (PSUs) award granted pursuant to the Issuer's equity incentive plan. All PSUs are vested.
F4 On May 11, 2023, the reporting person's spouse redeemed 26,274 LLC Units, together with the cancellation of 26,274 shares of Class B Common Stock, for 26,274 shares of Class A Common Stock.
F5 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.
F6 All LLC Units are vested and redeemable into shares of Class A Common Stock.
F7 The LLC Units do not expire.