Anthony Geisler - Aug 15, 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
Stock symbol
XPOF
Transactions as of
Aug 15, 2023
Transactions value $
$0
Form type
4
Date filed
8/17/2023, 04:01 PM
Previous filing
Aug 14, 2023
Next filing
Feb 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Gift $0 -3.61K -0.05% $0.00 7.43M Aug 15, 2023 LAG Fit, Inc. F1, F2
transaction XPOF Class B Common Stock Gift $0 -1.98K -100% $0.00* 0 Aug 15, 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F1, F3
holding XPOF Class A Common Stock 362K Aug 15, 2023 Direct
holding XPOF Class A Common Stock 372K Aug 15, 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F3
holding XPOF Class A Common Stock 83.3K Aug 15, 2023 LAG Fit, Inc. F2

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 -3.61K -0.05% 7.43M Aug 15, 2023 Class A Common Stock 3.61K LAG Fit, Inc. F2, F4, F5, F6
transaction XPOF LLC Units in Xponential Holdings LLC Gift -1.98K -100% 0 Aug 15, 2023 Class A Common Stock 1.98K The Anthony Geisler Trust U/A Dated 05/17/2011 F3, F4, F5, F6
* 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 Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan adopted by the reporting person on December 13, 2022.
F2 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.
F3 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.
F4 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.
F5 All LLC Units are vested and redeemable into shares of Class A common stock.
F6 The LLC Units do not expire.