Filing Details

Accession Number:
0000929638-23-000815
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-03-08 20:25:49
Reporting Period:
2023-03-06
Accepted Time:
2023-03-08 20:25:49
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 A Common Stock Disposition 2023-03-06 35,084 $30.49 347,995 No 4 F Direct
Class A Common Stock Disposition 2023-03-06 110,445 $30.34 942,069 No 4 S Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
Class A Common Stock Disposition 2023-03-07 1,900 $30.25 940,169 No 4 S Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
Class B Common Stock Disposition 2023-03-07 4,970 $0.00 19,205 No 4 G Indirect The Anthony Geisler Trust U/A Dated 05/17/2011
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 F Direct
No 4 S 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
No 4 G 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 2023-03-07 4,970 $0.00 4,970 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
19,205 No 4 G 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.
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. Shares were withheld to satisfy tax withholding obligations in connection with the release of shares subject to vesting.
  2. The sale was made pursuant to a 10b5-1 plan previously adopted by the reporting person.
  3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.69, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
  4. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.58, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
  6. Reflects transfer of shares without consideration pursuant to a 10b5-1 gift plan.
  7. 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.
  8. 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.
  9. All LLC Units are vested and redeemable into shares of Class A common stock.
  10. The LLC Units do not expire.