John P. Meloun - 26 Jul 2021 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role: Chief Financial Officer
Signature: /s/ John Meloun
Issuer symbol: XPOF
Transactions as of: 26 Jul 2021
Net transactions value: +$6.97
Form type: 4
Filing time: 28 Jul 2021, 20:29:29 UTC
Previous filing: 22 Jul 2021
Next filing: 13 Sep 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPOF	Class B Common Stock	Award	$6.97	+69,714		$0.000100^*	69,714	26 Jul 2021	Direct	F1

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	Award	$0	+185,904		$0.000000	185,904	26 Jul 2021	Class A Common Stock	185,904		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting person in H&W Franchise Holdings, LLC.
F2	Upon vesting, each LLC unit in Xponential Holdings LLC ("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. The LLC Units do not expire.
F3	The LLC Units (i) service-vest as to 23,238 LLC Units on each of the first four anniversaries of July 2, 2018 and (ii) performance-vest as to 92,952 LLC Units based on the achievement of a specified per share price for the Issuer's Class A common stock for 25 of 30 consecutive trading days following the end of the initial public offering 180-day lock-up period.