Sarah Luna - 26 Jul 2021 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role: President
Signature: /s/ John Meloun, as Attorney-in-Fact, for Sarah Luna
Issuer symbol: XPOF
Transactions as of: 26 Jul 2021
Net transactions value: +$4.26
Form type: 4
Filing time: 28 Jul 2021, 20:42:57 UTC
Previous filing: 22 Jul 2021
Next filing: 30 Sep 2022
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	$4.26	+42,609		$0.000100^*	42,609	26 Jul 2021	Direct	F1
transaction	XPOF	Class A Common Stock	Award	$0	+123,185		$0.000000	123,185	27 Jul 2021	Direct	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	Award	$0	+58,735		$0.000000	58,735	26 Jul 2021	Class A Common Stock	58,735		Direct	F1, F3, F4

* 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	Represents a grant of restricted stock units that will vest, subject to continued employment, 50% on the first anniversary of the date of grant, 25% on the 18-month anniversary of the date of grant and 25% on the second anniversary of the date of grant.
F3	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.
F4	The LLC Units (i) are fully vested as to 39,053 LLC Units, (ii) service-vest as to 1,778 LLC Units on each of the first four anniversaries of October 25, 2018 and as to 1,364 LLC Units on each of the first two anniversaries of April 13, 2021 and (iii) performance-vest as to 9,842 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.