Ryan Junk - Jul 3, 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
Jul 3, 2023
Transactions value $
-$329,646
Form type
4
Date filed
7/31/2023, 09:56 PM
Previous filing
May 30, 2023
Next filing
Sep 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Disposed to Issuer $0 -6.5K -19.16% $0.00 27.4K Jul 3, 2023 Direct F1
transaction XPOF Class A Common Stock Award $0 +6.5K +2.71% $0.00 246K Jul 3, 2023 Direct F1
transaction XPOF Class A Common Stock Sale -$301K -15.1K -6.13% $19.91 231K Jul 27, 2023 Direct F2, F3
transaction XPOF Class A Common Stock Sale -$29K -1.42K -11.42% $20.40 11K Jul 27, 2023 By Spouse F2, F4

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 -6.5K -19.16% 27.4K Jul 3, 2023 Class A Common Stock 6.5K Direct F1, F5, F6, F7
* 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 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.
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.
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.
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.
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.