Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2021-07-28 00:00:00 ET · period of report 2021-07-26 · accession 0000950103-21-011370 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-07-28 | 2021-07-26+ | XPOF | Luna Sarah | Pres | A - Grant | $0.00 | +165.8K | 42.6K | New | $0 |
| D | 2021-07-28 | 2021-07-26 | XPOF | Luna Sarah | Pres | A - Grant | $0.00 | +58.7K | 58.7K | 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 A Common Stock | 2021-07-27 | A | A | 123,185 | $0.00 | 123,185 | D | — | — | (F2) Represents a grant of restricted stock units that will vest, subject to continued employment, 50% on the first anniversary of the date of grant, 25% on the 18-month anniversary of the date of grant and 25% on the second anniversary of the date of grant. |
| 2 | Common | Class B Common Stock | 2021-07-26 | A | A | 42,609 | $0.00 | 42,609 | 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. |
| 3 | Derivative | LLC Units in Xponential Holdings LLC | 2021-07-26 | A | A | 58,735 | $0.00 | 58,735 | D | — · — to — | 58,735 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. (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 (i) are fully vested as to 39,053 LLC Units, (ii) service-vest as to 1,778 LLC Units on each of the first four anniversaries of October 25, 2018 and as to 1,364 LLC Units on each of the first two anniversaries of April 13, 2021 and (iii) performance-vest as to 9,842 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. |