Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2023-02-17 00:00:00 ET · period of report 2023-02-17 · accession 0000929638-23-000668 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-02-17 | 2023-02-17 | XPOF | MGAG LLC | 10% | S - Sale+OE | $24.50 | -750.0K | 6.86M | -10% | -$18.38M |
| DI | 2023-02-17 | 2023-02-17 | XPOF | MGAG LLC | 10% | M - OptEx | $0.00 | +390.7K | 390.7K | New | $0 |
| DI | 2023-02-17 | 2023-02-17 | XPOF | MGAG LLC | 10% | D - Sale to Iss | $0.00 | -390.7K | 7.45M | -5% | $0 |
| DI | 2023-02-17 | 2023-02-17 | XPOF | MGAG LLC | 10% | C - Cnv Deriv | $0.00 | -390.7K | 7.45M | -5% | $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 A Common Stock | 2023-02-17 | S | D | 390,675 | $24.50 | 0 | I H&W Investco LP | — | — | (F1) On February 17, 2023, the underwriters exercised the option to purchase an additional 750,000 shares of Class A Common Stock from the Reporting Persons in the previously reported public offering at a 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 750,000 shares consist of (i) 359,325 shares of Class A Common Stock held by H&W Investco II LP and (ii) 390,675 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. |
| 2 | Common | Class A Common Stock | 2023-02-17 | M | A | 390,675 | $0.00 | 390,675 | I H&W Investco LP | — | — | (F3) On February 17, 2023, H&W Investco LP redeemed 390,675 LLC Units, together with the cancellation of 390,675 shares of Class B Common Stock, for 390,675 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. |
| 3 | Common | Class A Common Stock | 2023-02-17 | S | D | 359,325 | $24.50 | 6,855,613 | I H&W Investco II LP | — | — | (F1) On February 17, 2023, the underwriters exercised the option to purchase an additional 750,000 shares of Class A Common Stock from the Reporting Persons in the previously reported public offering at a 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 750,000 shares consist of (i) 359,325 shares of Class A Common Stock held by H&W Investco II LP and (ii) 390,675 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 B Common Stock | 2023-02-17 | D | D | 390,675 | $0.00 | 7,453,744 | I H&W Investco LP | — | — | (F3) On February 17, 2023, H&W Investco LP redeemed 390,675 LLC Units, together with the cancellation of 390,675 shares of Class B Common Stock, for 390,675 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 | 2023-02-17 | C | D | 390,675 | $0.00 | 7,453,744 | I H&W Investco LP | — · — to — | 390,675 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. |