Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2022-04-13 00:00:00 ET · period of report 2022-04-11 · accession 0001567619-22-008495 · 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 | 2022-04-13 | 2022-04-11 | XPOF | H&W INVESTCO LP | 10% | S - Sale | $20.00 | -5.17M | 0 | -100% | -$103.50M |
| DMI | 2022-04-13 | 2022-04-11 | XPOF | H&W INVESTCO LP | 10% | J - Other | $0.00 | 0 | 2.70M | New | $0 |
| DI | 2022-04-13 | 2022-04-11 | XPOF | H&W INVESTCO LP | 10% | J - Other | $0.00 | -2.70M | 9.93M | -21% | $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 | 2022-04-11 | S | D | 2,479,342 | $20.00 | 9,131,338 | I H&W Investco II LP | — | — | (F1) As previously disclosed in the Issuer's prospectus dated April 6, 2022, the Reporting Person completed an underwritten public offering pursuant to which the Reporting sold an aggregate of 5,175,000 shares of Class A Common Stock at a public offering price of $20 per share, or a net per share price of $18.85 after deducting $1.15 per share of underwriting discounts and commissions. The total 5,175,000 shares consists of (i) 2,479,342 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,695,658 shares of Class A Common Stock held by H&W Investco LP following the redemption of LLC units and cancellation of Class B common stock as described and reported herein. (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 B Common Stock | 2022-04-11 | J | D | 2,695,658 | $0.00 | 9,928,019 | I H&W Investco LP | — | — | (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 | Common | Class A Common Stock | 2022-04-11 | J | A | 2,695,658 | $0.00 | 2,695,658 | I H&W Investco LP | — | — | (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. |
| 4 | Common | Class A Common Stock | 2022-04-11 | S | D | 2,695,658 | $20.00 | 0 | I H&W Investco LP | — | — | (F1) As previously disclosed in the Issuer's prospectus dated April 6, 2022, the Reporting Person completed an underwritten public offering pursuant to which the Reporting sold an aggregate of 5,175,000 shares of Class A Common Stock at a public offering price of $20 per share, or a net per share price of $18.85 after deducting $1.15 per share of underwriting discounts and commissions. The total 5,175,000 shares consists of (i) 2,479,342 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,695,658 shares of Class A Common Stock held by H&W Investco LP following the redemption of LLC units and cancellation of Class B common stock as described and reported herein. (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. |
| 5 | Derivative | LLC Units in Xponential Holdings LLC | 2022-04-11 | J | D | 2,695,658 | $0.00 | 9,928,019 | I H&W Investco LP | — · — to — | 2,695,658 Class A Common Stock | (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. (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. The LLC Units do not expire. (F5) The LLC Units are fully vested. |