Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2021-07-28 00:00:00 ET · period of report 2021-07-26 · accession 0000950103-21-011366 · 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 | 2021-07-28 | 2021-07-26 | XPOF | MGAG LLC | Dir, 10% | A - Grant | $0.00 | +24.23M | 11.61M | New | $0 |
| DI | 2021-07-28 | 2021-07-26 | XPOF | MGAG LLC | Dir, 10% | A - Grant | $0.00 | +12.62M | 12.62M | New | $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 | 2021-07-26 | A | A | 12,623,677 | $0.00 | 12,623,677 | I H&W Investco LP | — | — | (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 persons and their affiliates in H&W Franchise Holdings, LLC. (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 | 2021-07-26 | A | A | 11,610,680 | $0.00 | 11,610,680 | I H&W Investco II LP | — | — | (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 persons and their affiliates in H&W Franchise Holdings, LLC. (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 | Derivative | LLC Units in Xponential Holdings LLC | 2021-07-26 | A | A | 12,623,677 | $0.00 | 12,623,677 | I H&W Investco LP | — · — to — | 12,623,677 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 persons and their affiliates in H&W Franchise Holdings, LLC. (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. (F3) 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. (F4) The LLC Units are fully vested. |