Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2023-02-17 00:00:00 ET · period of report 2023-02-07 · accession 0000929638-23-000667 · 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 | 2023-02-07 | XPOF | H&W Investco II LP | 10% | D - Sale to Iss | $0.00 | -2.08M | 7.84M | -21% | $0 |
| DMI | 2023-02-17 | 2023-02-10 | XPOF | H&W Investco II LP | 10% | S - Sale+OE | $24.50 | -4.00M | 0 | -100% | -$98.00M |
| DI | 2023-02-17 | 2023-02-07 | XPOF | H&W Investco II LP | 10% | M - OptEx | $0.00 | +2.08M | 2.08M | New | $0 |
| DI | 2023-02-17 | 2023-02-07 | XPOF | H&W Investco II LP | 10% | C - Cnv Deriv | $0.00 | -2.08M | 7.84M | -21% | $0 |
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 | 2023-02-07 | D | D | 2,083,600 | $0.00 | 7,844,419 | I H&W Investco LP | — | — | (F1) On February 7, 2023, H&W Investco LP redeemed 2,083,600 LLC Units, together with the cancellation of 2,083,600 shares of Class B Common Stock, for 2,083,600 shares of Class A Common Stock. (F2) MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. |
| 2 | Common | Class A Common Stock | 2023-02-10 | S | D | 1,916,400 | $24.50 | 7,214,938 | I H&W Investco II LP | — | — | (F3) On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold an aggregate of 4,000,000 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. The total 4,000,000 shares consist of (i) 1,916,400 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,083,600 shares of Class A Common Stock held by H&W Investco LP following the redemption of LLC Units and cancellation of Class B Common Stock as described and reported herein. (F2) MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. |
| 3 | Common | Class A Common Stock | 2023-02-10 | S | D | 2,083,600 | $24.50 | 0 | I H&W Investco LP | — | — | (F3) On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold an aggregate of 4,000,000 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. The total 4,000,000 shares consist of (i) 1,916,400 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,083,600 shares of Class A Common Stock held by H&W Investco LP following the redemption of LLC Units and cancellation of Class B Common Stock as described and reported herein. (F2) MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. |
| 4 | Common | Class A Common Stock | 2023-02-07 | M | A | 2,083,600 | $0.00 | 2,083,600 | I H&W Investco LP | — | — | (F1) On February 7, 2023, H&W Investco LP redeemed 2,083,600 LLC Units, together with the cancellation of 2,083,600 shares of Class B Common Stock, for 2,083,600 shares of Class A Common Stock. (F2) MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. |
| 5 | Derivative | LLC Units in Xponential Holdings LLC | 2023-02-07 | C | D | 2,083,600 | $0.00 | 7,844,419 | I H&W Investco LP | — · — to — | 2,083,600 Class A Common Stock | (F2) MGAG LLC is the general partner of H&W Investco LP and H&W Investco II LP. Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. (F4) Each LLC Unit in Xponential Holdings LLC 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) The LLC Units are fully vested. (F6) The LLC Units do not expire. |