Ryan Junk - Aug 6, 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
Aug 6, 2021
Transactions value $
-$36,077
Form type
4
Date filed
9/30/2022, 04:12 PM
Previous filing
Jul 28, 2021
Next filing
Mar 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Award $0 +8.05K +47.72% $0.00 24.9K Mar 18, 2022 By Spouse F1
transaction XPOF Class A Common Stock Tax liability -$36.1K -2.22K -8.89% $16.29 22.7K Aug 11, 2022 By Spouse F2
transaction XPOF Class B Common Stock Other $0.33 +3.28K +50% $0.00* 9.85K Aug 6, 2021 By Spouse F3
transaction XPOF Class B Common Stock Other $0.66 +6.56K +576.1% $0.00* 7.69K Feb 27, 2022 Direct F3
transaction XPOF Class B Common Stock Other $2.62 +26.2K +340.86% $0.00* 33.9K Mar 16, 2022 Direct F3
transaction XPOF Class B Common Stock Other $1.31 +13.1K +133.35% $0.00* 23K Mar 16, 2022 By Spouse F3
transaction XPOF Class B Common Stock Other $0.33 +3.28K +14.28% $0.00* 26.3K Aug 6, 2022 By Spouse F3
holding XPOF Class A Common Stock 267K Aug 6, 2021 Direct

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
holding XPOF LLC Units in Xponential Holdings LLC 33.9K Aug 6, 2021 Class A Common Stock 33.9K Direct F4, F5, F6
holding XPOF LLC Units in Xponential Holdings LLC 26.3K Aug 6, 2021 Class A Common Stock 26.3K By Spouse F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the Issuer's Class A common stock subject to restricted stock units (RSUs) award granted pursuant to the Issuer's equity incentive plan. The RSUs shall vest with respect to 33% of shares subject to such RSUs on each of the three anniversaries of March 18, 2022, in each case subject to the direct holder's continued employment through such vesting date.
F2 Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting.
F3 Upon the vesting of each LLC unit in Xponential Holdings LLC ("LLC Unit"), Xponential Fitness, Inc. (the "Company") issues to the holder a share of Class B Common Stock.
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.