Anthony Geisler - 03 Jan 2023 Form 4 Insider Report for Xponential Fitness, Inc. (XPOF)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ John Meloun, as Attorney-in-Fact, for Anthony Geisler
Issuer symbol
XPOF
Transactions as of
03 Jan 2023
Net transactions value
$0
Form type
4
Filing time
05 Jan 2023, 19:48:46 UTC
Previous filing
04 Mar 2022
Next filing
17 Feb 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPOF Class A Common Stock Gift $0 -34,013 -8.7% $0.000000 356,138 29 Sep 2022 Direct F7
transaction XPOF Class A Common Stock Gift $0 +34,013 +184% $0.000000 52,514 29 Sep 2022 The Anthony Geisler Trust U/A Dated 05/17/2011 F3, F7
transaction XPOF Class B Common Stock Disposed to Issuer $0 -1,000,000 -49% $0.000000 1,029,256 03 Jan 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F1, F3
transaction XPOF Class A Common Stock Options Exercise $0 +1,000,000 +1904% $0.000000 1,052,514 03 Jan 2023 The Anthony Geisler Trust U/A Dated 05/17/2011 F1, F3
holding XPOF Class B Common Stock 7,439,858 03 Jan 2023 LAG Fit, Inc. F2
holding XPOF Class A Common Stock 83,330 03 Jan 2023 LAG Fit, Inc. 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 Gift -2,029,256 -100% 0 23 Nov 2022 Class A Common Stock 2,029,256 Direct F4, F5, F6, F7
transaction XPOF LLC Units in Xponential Holdings LLC Gift +2,029,256 2,029,256 23 Nov 2022 Class A Common Stock 2,029,256 The Anthony Geisler Trust U/A Dated 05/17/2011 F3, F4, F5, F6, F7
transaction XPOF LLC Units in Xponential Holdings LLC Conversion of derivative security -1,000,000 -49% 1,029,256 03 Jan 2023 Class A Common Stock 1,000,000 The Anthony Geisler Trust U/A Dated 05/17/2011 F1, F3, F4, F5, F6
holding XPOF LLC Units in Xponential Holdings LLC 7,439,858 03 Jan 2023 Class A Common Stock 7,439,858 LAG Fit, Inc. F2, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person elected to redeem his LLC Units for shares of Class A common stock pursuant to the terms of the LLC Agreement.
F2 LAG Fit, Inc. is wholly owned by Mr. Geisler. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc.
F3 Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust.
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.
F7 Reflects transfer of shares without consideration from Mr. Geisler to his family trust for which Mr. Geisler is the trustee.