Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2023-02-17 00:00:00 ET · period of report 2023-02-07 · accession 0000929638-23-000666 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-02-17 | 2023-01-17 | XPOF | Geisler Anthony | CEO, Dir, 10% | G - Gift | $0.00 | -5,081 | 1.02M | -0.5% | $0 |
| DI | 2023-02-17 | 2023-02-07 | XPOF | Geisler Anthony | CEO, Dir, 10% | M - OptEx | $0.00 | +1.00M | 2.05M | +95% | $0 |
| DI | 2023-02-17 | 2023-02-10 | XPOF | Geisler Anthony | CEO, Dir, 10% | S - Sale+OE | $24.50 | -1.00M | 1.05M | -49% | -$24.50M |
| DI | 2023-02-17 | 2023-02-07 | XPOF | Geisler Anthony | CEO, Dir, 10% | D - Sale to Iss | $0.00 | -1.00M | 24.2K | -98% | $0 |
| DI | 2023-02-17 | 2023-02-07 | XPOF | Geisler Anthony | CEO, Dir, 10% | C - Cnv Deriv | — | -1.00M | 24.2K | -98% | — |
| DI | 2023-02-17 | 2023-01-17 | XPOF | Geisler Anthony | CEO, Dir, 10% | G - Gift | — | -5,081 | 1.02M | -0.5% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock | 2023-01-17 | G | D | 5,081 | $0.00 | 1,024,175 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F1) Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan. (F2) 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. |
| 2 | Common | Class A Common Stock | 2023-02-07 | M | A | 1,000,000 | $0.00 | 2,052,514 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F3) On February 7, 2023, the Anthony Geisler Trust U/A Dated 05/17/2011 redeemed 1,000,000 LLC Units, together with the cancellation of 1,000,000 shares of Class B Common Stock, for 1,000,000 shares of Class A Common Stock. (F2) 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. |
| 3 | Common | Class A Common Stock | 2023-02-10 | S | D | 1,000,000 | $24.50 | 1,052,514 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F4) On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold 1,000,000 shares of Class A Common Stock at a public offering price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions. (F2) 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. |
| 4 | Common | Class B Common Stock | 2023-02-07 | D | D | 1,000,000 | $0.00 | 24,175 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F3) On February 7, 2023, the Anthony Geisler Trust U/A Dated 05/17/2011 redeemed 1,000,000 LLC Units, together with the cancellation of 1,000,000 shares of Class B Common Stock, for 1,000,000 shares of Class A Common Stock. (F2) 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. |
| 5 | Derivative | LLC Units in Xponential Holdings LLC | 2023-02-07 | C | D | 1,000,000 | — | 24,175 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — · — to — | 1,000,000 Class A Common Stock | (F3) On February 7, 2023, the Anthony Geisler Trust U/A Dated 05/17/2011 redeemed 1,000,000 LLC Units, together with the cancellation of 1,000,000 shares of Class B Common Stock, for 1,000,000 shares of Class A Common Stock. (F6) 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. (F2) 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. (F7) All LLC Units are vested and redeemable into shares of Class A common stock. (F8) The LLC Units do not expire. |
| 6 | Derivative | LLC Units in Xponential Holdings LLC | 2023-01-17 | G | D | 5,081 | — | 1,024,175 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — · — to — | 5,081 Class A Common Stock | (F1) Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan. (F6) 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. (F2) 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. (F7) All LLC Units are vested and redeemable into shares of Class A common stock. (F8) The LLC Units do not expire. |