Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2024-11-22 00:00:00 ET · period of report 2024-11-21 · accession 0000950170-24-129942 · 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 | 2024-11-22 | 2024-11-21 | XPOF | Grabowski Mark | Dir, 10% | D - Sale to Iss | $0.00 | -1.35M | 6.10M | -18% | $0 |
| DMI | 2024-11-22 | 2024-11-21 | XPOF | Grabowski Mark | Dir, 10% | S - Sale+OE | $15.35 | -2.60M | 0 | -100% | -$39.84M |
| DI | 2024-11-22 | 2024-11-21 | XPOF | Grabowski Mark | Dir, 10% | M - OptEx | $0.00 | +1.35M | 1.35M | New | $0 |
| DI | 2024-11-22 | 2024-11-21 | XPOF | Grabowski Mark | Dir, 10% | C - Cnv Deriv | $0.00 | -1.35M | 6.10M | -18% | $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 | 2024-11-21 | D | D | 1,352,047 | $0.00 | 6,101,697 | I H&W Investco LP | — | — | (F1) On November 21, 2024, H&W Investco LP ("Investco I") redeemed 1,352,047 LLC Units, together with the cancellation of 1,352,047 shares of Class B Common Stock, for 1,352,047 shares of Class A Common Stock. (F2) MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). 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 | 2024-11-21 | S | D | 1,243,551 | $15.35 | 5,612,062 | I H&W Investco II LP | — | — | (F3) On November 20, 2024, Investco I and Investco II enlisted BofA Securities, Inc. as broker-dealer in connection with the sale of 2,595,598 shares of the Issuer's Class A Common Stock at the public offering price of $15.35 per share, less the broker discount of $1.91 per share. On November 21, 2024, Investco I and Investco II sold 1,352,047 shares of Class A Common Stock and 1,243,551 shares of Class A Common Stock, respectively, pursuant to Rule 144 under the Securities Act of 1933, as amended, through its broker-dealer. (F2) MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. |
| 3 | Common | Class A Common Stock | 2024-11-21 | S | D | 1,352,047 | $15.35 | 0 | I H&W Investco LP | — | — | (F3) On November 20, 2024, Investco I and Investco II enlisted BofA Securities, Inc. as broker-dealer in connection with the sale of 2,595,598 shares of the Issuer's Class A Common Stock at the public offering price of $15.35 per share, less the broker discount of $1.91 per share. On November 21, 2024, Investco I and Investco II sold 1,352,047 shares of Class A Common Stock and 1,243,551 shares of Class A Common Stock, respectively, pursuant to Rule 144 under the Securities Act of 1933, as amended, through its broker-dealer. (F2) MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. |
| 4 | Common | Class A Common Stock | 2024-11-21 | M | A | 1,352,047 | $0.00 | 1,352,047 | I H&W Investco LP | — | — | (F1) On November 21, 2024, H&W Investco LP ("Investco I") redeemed 1,352,047 LLC Units, together with the cancellation of 1,352,047 shares of Class B Common Stock, for 1,352,047 shares of Class A Common Stock. (F2) MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. |
| 5 | Derivative | LLC Units in Xponential Holdings LLC | 2024-11-21 | C | D | 1,352,047 | $0.00 | 6,101,697 | I H&W Investco LP | — · — to — | 1,352,047 Class A Common Stock | (F2) MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC. (F4) Each LLC Unit in Xponential Holdings LLC 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. (F5) The LLC Units are fully vested. (F6) The LLC Units do not expire. |