Ryan Junk - Jul 26, 2021 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 26, 2021
Transactions value $
$1
Form type
4
Date filed
7/28/2021, 08:54 PM
Previous filing
Jul 22, 2021
Next filing
Sep 30, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class B Common Stock Award $0.11 +1.14K $0.00* 1.14K Jul 26, 2021 Direct F1
transaction XPOF Class B Common Stock Award $0.66 +6.57K $0.00* 6.57K Jul 26, 2021 By Spouse F1
transaction XPOF Class A Common Stock Award $0 +122K $0.00 122K Jul 27, 2021 Direct F2
transaction XPOF Class A Common Stock Award $0 +16.9K $0.00 16.9K Jul 27, 2021 By Spouse 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 +33.9K $0.00 33.9K Jul 26, 2021 Class A Common Stock 33.9K Direct F1, F3, F4
transaction XPOF LLC Units in Xponential Holdings LLC Award $0 +26.3K $0.00 26.3K Jul 26, 2021 Class A Common Stock 26.3K By Spouse F1, F3, F5
* 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 and his spouse in H&W Franchise Holdings, LLC as.
F2 Represents a grant of restricted stock units that will vest, subject to continued employment of the applicable direct holder, 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) service-vest as to 1,138 LLC Units on February 27, 2021 and as to 6,556 LLC Units on February 27, 2022 and (ii) performance-vest as to 26,226 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.
F5 The LLC Units (i) service-vest as to 3,284 LLC Units on each of the first four anniversaries of August 6, 2018 and (ii) performance-vest as to 13,138 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.