Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2023-03-08 00:00:00 ET · period of report 2023-03-06 · accession 0000929638-23-000815 · 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 | 2023-03-08 | 2023-03-07 | XPOF | Geisler Anthony | CEO, Dir, 10% | G - Gift | $0.00 | -4,970 | 19.2K | -21% | $0 |
| DMI | 2023-03-08 | 2023-03-06+ | XPOF | Geisler Anthony | CEO, Dir, 10% | S - Sale | $30.34 | -112.3K | 940.2K | -11% | -$3.41M |
| D | 2023-03-08 | 2023-03-06 | XPOF | Geisler Anthony | CEO, Dir, 10% | F - Tax | $30.49 | -35.1K | 348.0K | -9% | -$1.07M |
| DI | 2023-03-08 | 2023-03-07 | XPOF | Geisler Anthony | CEO, Dir, 10% | G - Gift | — | -4,970 | 19.2K | -21% | — |
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 | 2023-03-07 | G | D | 4,970 | $0.00 | 19,205 | I | — | — | (F6) Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan. |
| 2 | Common | Class A Common Stock | 2023-03-06 | S | D | 110,445 | $30.34 | 942,069 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F2) The sale was made pursuant to a 10b5-1 plan previously adopted by the reporting person. (F3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.69, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. (F4) 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 | 2023-03-06 | F | D | 35,084 | $30.49 | 347,995 | D The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F1) Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting. (F4) 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 A Common Stock | 2023-03-07 | S | D | 1,900 | $30.25 | 940,169 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F2) The sale was made pursuant to a 10b5-1 plan previously adopted by the reporting person. (F5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.58, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. (F4) 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 | 2023-03-07 | G | D | 4,970 | — | 19,205 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — · — to — | 4,970 Class A Common Stock | (F6) Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan. (F8) 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. (F4) 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. (F9) All LLC Units are vested and redeemable into shares of Class A common stock. (F10) The LLC Units do not expire. |