Form 4 for XPOF Xponential Fitness, Inc.
Accepted 2023-01-05 00:00:00 ET · period of report 2023-01-03 · accession 0001567619-23-000572 · 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 | 2023-01-05 | 2023-01-03 | XPOF | Geisler Anthony | CEO, Dir, 10% | M - OptEx | $0.00 | +1.00M | 1.05M | +1,904% | $0 |
| DI | 2023-01-05 | 2023-01-03 | XPOF | Geisler Anthony | CEO, Dir, 10% | D - Sale to Iss | $0.00 | -1.00M | 1.03M | -49% | $0 |
| D | 2023-01-05 | 2022-09-29 | XPOF | Geisler Anthony | CEO, Dir, 10% | G - Gift | $0.00 | -34.0K | 356.1K | -9% | $0 |
| DI | 2023-01-05 | 2022-09-29 | XPOF | Geisler Anthony | CEO, Dir, 10% | G - Gift | $0.00 | +34.0K | 52.5K | +184% | $0 |
| DI | 2023-01-05 | 2022-11-23 | XPOF | Geisler Anthony | CEO, Dir, 10% | G - Gift | — | +2.03M | 2.03M | New | — |
| DI | 2023-01-05 | 2023-01-03 | XPOF | Geisler Anthony | CEO, Dir, 10% | C - Cnv Deriv | — | -1.00M | 1.03M | -49% | — |
| D | 2023-01-05 | 2022-11-23 | XPOF | Geisler Anthony | CEO, Dir, 10% | G - Gift | — | -2.03M | 0 | -100% | — |
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 | 2023-01-03 | M | A | 1,000,000 | $0.00 | 1,052,514 | I | — | — | (F1) The Reporting Person elected to redeem his LLC Units for shares of Class A common stock pursuant to the terms of the LLC Agreement. |
| 2 | Common | Class B Common Stock | 2023-01-03 | D | D | 1,000,000 | $0.00 | 1,029,256 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F1) The Reporting Person elected to redeem his LLC Units for shares of Class A common stock pursuant to the terms of the LLC Agreement. (F3) Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust. |
| 3 | Common | Class A Common Stock | 2022-09-29 | G | D | 34,013 | $0.00 | 356,138 | D The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F3) Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust. |
| 4 | Common | Class A Common Stock | 2022-09-29 | G | A | 34,013 | $0.00 | 52,514 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — | — | (F3) Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust. |
| 5 | Derivative | LLC Units in Xponential Holdings LLC | 2022-11-23 | G | A | 2,029,256 | — | 2,029,256 | I The Anthony Geisler Trust U/A Dated 05/17/2011 | — · — to — | 2,029,256 Class A Common Stock | (F4) Any vested 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. (F3) Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust. (F5) All LLC Units are vested and redeemable into shares of Class A common stock. (F6) The LLC Units do not expire. |
| 6 | Derivative | LLC Units in Xponential Holdings LLC | 2023-01-03 | C | D | 1,000,000 | — | 1,029,256 | I | — · — to — | 1,000,000 Class A Common Stock | (F1) The Reporting Person elected to redeem his LLC Units for shares of Class A common stock pursuant to the terms of the LLC Agreement. (F4) Any vested 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. (F5) All LLC Units are vested and redeemable into shares of Class A common stock. (F6) The LLC Units do not expire. |
| 7 | Derivative | LLC Units in Xponential Holdings LLC | 2022-11-23 | G | D | 2,029,256 | — | 0 | D The Anthony Geisler Trust U/A Dated 05/17/2011 | — · — to — | 2,029,256 Class A Common Stock | (F4) Any vested 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. (F3) Shares are owned directly by the Anthony Geisler Trust U/A Dated 05/17/2011 and indirectly by Mr. Geisler as trustee of the trust. (F5) All LLC Units are vested and redeemable into shares of Class A common stock. (F6) The LLC Units do not expire. |