Filing Details

Accession Number:
0000929638-23-000666
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-02-17 19:52:09
Reporting Period:
2023-02-07
Accepted Time:
2023-02-17 19:52:09
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1802156 Xponential Fitness Inc. XPOF Services-Miscellaneous Amusement & Recreation (7990) 844395129
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1870549 Anthony Geisler C/O Xponential Fitness, Inc.
17877 Von Karman Ave, Suite 100
Irvine CA 92614
Chief Executive Officer No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class B Common Stock Disposition 2023-01-17 5,081 $0.00 1,024,175 No 5 G Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
Class B Common Stock Disposition 2023-02-07 1,000,000 $0.00 24,175 No 4 D Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
Class A Common Stock Acquisiton 2023-02-07 1,000,000 $0.00 2,052,514 No 4 M Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
Class A Common Stock Disposition 2023-02-10 1,000,000 $24.50 1,052,514 No 4 S Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 5 G Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
No 4 D Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
No 4 M Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
No 4 S Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock LLC Units in Xponential Holdings LLC Disposition 2023-01-17 5,081 $0.00 5,081 $0.00
Class A Common Stock LLC Units in Xponential Holdings LLC Disposition 2023-02-07 1,000,000 $0.00 1,000,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1,024,175 No 5 G Indirect
24,175 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class B Common Stock 7,439,858 Indirect LAG Fit, Inc.
Class A Common Stock 83,330 Indirect LAG Fit, Inc.
Class A Common Stock 356,138 Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock LLC Units in Xponential Holdings LLC $0.00 7,439,858 7,439,858 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
7,439,858 7,439,858 Indirect
Footnotes
  1. Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan.
  2. 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. On February 7, 2023, the Anthony Geisler Trust U/A Dated 05/17/2011 redeemed 1,000,000 LLC Units, together with the cancellation of 1,000,000 shares of Class B Common Stock, for 1,000,000 shares of Class A Common Stock.
  4. On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold 1,000,000 shares of Class A Common Stock at a public offering price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions.
  5. LAG Fit, Inc. is wholly owned by Mr. Geisler. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc.
  6. 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.
  7. All LLC Units are vested and redeemable into shares of Class A common stock.
  8. The LLC Units do not expire.