Form 4 for XPOF Xponential Fitness, Inc.

Accepted 2021-07-28 00:00:00 ET · period of report 2021-07-26 · accession 0000950103-21-011365 · 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
D	2021-07-28	2021-07-26	XPOF	Meloun John P	CFO	A - Grant	$0.00	+69.7K	69.7K	New	$0
D	2021-07-28	2021-07-26	XPOF	Meloun John P	CFO	A - Grant	$0.00	+185.9K	185.9K	New	$0

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class B Common Stock	2021-07-26	A	A	69,714	$0.00	69,714	D	—	—	(F1) These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting person in H&W Franchise Holdings, LLC.
2	Derivative	LLC Units in Xponential Holdings LLC	2021-07-26	A	A	185,904	$0.00	185,904	D	— · — to —	185,904 Class A Common Stock	(F1) These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting person in H&W Franchise Holdings, LLC. (F2) Upon vesting, each LLC unit in Xponential Holdings LLC ("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. The LLC Units do not expire. (F3) The LLC Units (i) service-vest as to 23,238 LLC Units on each of the first four anniversaries of July 2, 2018 and (ii) performance-vest as to 92,952 LLC Units based on the achievement of a specified per share price for the Issuer's Class A common stock for 25 of 30 consecutive trading days following the end of the initial public offering 180-day lock-up period.