Anthony Geisler - 25 May 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ John Meloun, as Attorney-in-Fact, for Anthony Geisler
Issuer symbol
XPOF
Transactions as of
25 May 2023
Net transactions value
-$341,832
Form type
4
Filing time
30 May 2023, 21:47:56 UTC
Previous filing
09 May 2023
Next filing
20 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Sale $341,832 -13,627 -3.9% $25.08 334,368 25 May 2023 Direct F1, F2
transaction XPOF Class B Common Stock Gift $0 -4,322 -40% $0.000000 6,380 25 May 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F3, F4
holding XPOF Class A Common Stock 371,643 25 May 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F4
holding XPOF Class B Common Stock 7,439,858 25 May 2023 LAG Fit, Inc. F5
holding XPOF Class A Common Stock 83,330 25 May 2023 LAG Fit, Inc. F5

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 -4,322 -40% 6,380 25 May 2023 Class A Common Stock 4,322 The Anthony Geisler Trust U/A Dated 05/17/2011 F4, F6, F7, F8
holding XPOF LLC Units in Xponential Holdings LLC 7,439,858 25 May 2023 Class A Common Stock 7,439,858 LAG Fit, Inc. F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale reported on this Form 4 represents shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale was to satisfy tax withholding obligations to be funded by a "mandatory sell to cover" transaction and does not represent a discretionary transaction by the reporting person.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.68 to $25.39, 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.
F3 Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan adopted by the reporting person on December 13, 2022.
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 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.
F6 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.
F7 All LLC Units are vested and redeemable into shares of Class A common stock.
F8 The LLC Units do not expire.