Ryan Junk - 03 Jul 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
31 Jul 2023, 21:56:05 UTC
Prior SEC filing
30 May 2023
Next SEC filing
07 Sep 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ John Meloun, as Attorney-in-Fact, for Ryan Junk

Key filing fact

Ryan Junk filed Form 4 for Xponential Fitness, Inc. (XPOF) on 31 Jul 2023.

Key facts

  • This page summarizes Ryan Junk's Form 4 filing for Xponential Fitness, Inc. (XPOF).
  • 5 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 31 Jul 2023, 21:56.

Change

  • Previous filing in this sequence was filed on 30 May 2023.
  • Current net transaction value: -$329,646.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

XPOF transaction

Class B Common Stock

Disposed to Issuer

Transaction value
$0
Shares
-6,500
Change %
-19%
Price
$0.000000
Shares after
27,420
Date
03 Jul 2023
Ownership
Direct
Footnotes
F1
XPOF transaction

Class A Common Stock

Award

Transaction value
$0
Shares
+6,500
Change %
+2.7%
Price
$0.000000
Shares after
246,092
Date
03 Jul 2023
Ownership
Direct
Footnotes
F1
XPOF transaction

Class A Common Stock

Sale

Transaction value
$300,598
Shares
-15,097
Change %
-6.1%
Price
$19.91
Shares after
230,995
Date
27 Jul 2023
Ownership
Direct
Footnotes
F2, F3
XPOF transaction

Class A Common Stock

Sale

Transaction value
$29,048
Shares
-1,424
Change %
-11%
Price
$20.40
Shares after
11,041
Date
27 Jul 2023
Ownership
By Spouse
Footnotes
F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

XPOF transaction Derivative

LLC Units in Xponential Holdings LLC

Conversion of derivative security

Transaction value
Shares
-6,500
Change %
-19%
Price
Shares after
27,420
Date
03 Jul 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
6,500
Exercise price
Footnotes
F1, F5, F6, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 7 footnotes

Footnote F1

On July 3, 2023, the reporting person redeemed 6,500 LLC Units, together with the cancellation of 6,500 shares of Class B Common Stock, for 6,500 shares of Class A Common Stock.

Footnote F2

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.

Footnote F3

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.56 to $20.50, 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.

Footnote F4

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.34 to $20.50, 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.

Footnote 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.

Footnote F6

All LLC Units are vested and redeemable into shares of Class A Common Stock.

Footnote F7

The LLC Units do not expire.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .