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

Role: Chief Financial Officer
Signature: /s/ John Meloun
Stock symbol: XPOF
Transactions as of: Jul 26, 2021
Transactions value $: $7
Form type: 4
Date filed: 7/28/2021, 08:29 PM
Previous filing: Jul 22, 2021
Next filing: Sep 13, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPOF	Class B Common Stock	Award	$6.97	+69.7K		$0.00^*	69.7K	Jul 26, 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	+186K		$0.00	186K	Jul 26, 2021	Class A Common Stock	186K		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.