Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2023-05-15 00:00:00 ET · period of report 2023-03-18 · accession 0000929638-23-001504 · 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 | 2023-05-15 | 2023-05-09+ | XPOF | Junk Ryan | COO | A - Grant | $0.00 | +27.6K | 38.5K | +253% | $0 |
| DI | 2023-05-15 | 2023-05-11 | XPOF | Junk Ryan | COO | D - Sale to Iss | $0.00 | -26.3K | 0 | -100% | $0 |
| DMI | 2023-05-15 | 2023-03-18+ | XPOF | Junk Ryan | COO | F - Tax | $27.59 | -1,374 | 12.2K | -10% | -$37.9K |
| DI | 2023-05-15 | 2023-05-11 | XPOF | Junk Ryan | COO | C - Cnv Deriv | — | -26.3K | 0 | -100% | — |
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 | 2023-05-09 | A | A | 1,294 | $0.00 | 12,638 | I By Spouse | — | — | (F3) Represents the Issuer's Class A Common Stock subject to performance stock units (PSUs) award granted pursuant to the Issuer's equity incentive plan. All PSUs are vested. (F2) The balance in column 5 has been updated to correct the number of shares of Class A Common Stock beneficially owned in Table I of the Form 4 filed by the reporting person on February 27, 2023 which overreported the total amount of shares of Class A Common Stock beneficially owned by the reporting person's spouse. |
| 2 | Common | Class B Common Stock | 2023-05-11 | D | D | 26,274 | $0.00 | 0 | I By Spouse | — | — | (F4) On May 11, 2023, the reporting person's spouse redeemed 26,274 LLC Units, together with the cancellation of 26,274 shares of Class B Common Stock, for 26,274 shares of Class A Common Stock. |
| 3 | Common | Class A Common Stock | 2023-03-18 | F | D | 927 | $27.05 | 11,344 | I By Spouse | — | — | (F1) Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting. (F2) The balance in column 5 has been updated to correct the number of shares of Class A Common Stock beneficially owned in Table I of the Form 4 filed by the reporting person on February 27, 2023 which overreported the total amount of shares of Class A Common Stock beneficially owned by the reporting person's spouse. |
| 4 | Common | Class A Common Stock | 2023-05-11 | A | A | 26,274 | $0.00 | 38,465 | I By Spouse | — | — | (F4) On May 11, 2023, the reporting person's spouse redeemed 26,274 LLC Units, together with the cancellation of 26,274 shares of Class B Common Stock, for 26,274 shares of Class A Common Stock. (F2) The balance in column 5 has been updated to correct the number of shares of Class A Common Stock beneficially owned in Table I of the Form 4 filed by the reporting person on February 27, 2023 which overreported the total amount of shares of Class A Common Stock beneficially owned by the reporting person's spouse. |
| 5 | Common | Class A Common Stock | 2023-05-09 | F | D | 447 | $28.70 | 12,191 | I By Spouse | — | — | (F1) Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting. (F2) The balance in column 5 has been updated to correct the number of shares of Class A Common Stock beneficially owned in Table I of the Form 4 filed by the reporting person on February 27, 2023 which overreported the total amount of shares of Class A Common Stock beneficially owned by the reporting person's spouse. |
| 6 | Derivative | LLC Units in Xponential Holdings LLC | 2023-05-11 | C | D | 26,274 | — | 0 | I By Spouse | — · — to — | 26,274 Class A Common Stock | (F4) On May 11, 2023, the reporting person's spouse redeemed 26,274 LLC Units, together with the cancellation of 26,274 shares of Class B Common Stock, for 26,274 shares of Class A Common Stock. (F5) 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. (F6) All LLC Units are vested and redeemable into shares of Class A Common Stock. (F7) The LLC Units do not expire. |