Statement of Changes in Beneficial Ownership (4)
August 27 2021 - 4:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Geisler Anthony |
2. Issuer Name and Ticker or Trading Symbol
Xponential Fitness, Inc.
[
XPOF
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
|
(Last)
(First)
(Middle)
C/O XPONENTIAL FITNESS, INC., 17877 VON KARMAN AVE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/25/2021 |
|
(Street)
IRVINE, CA 92614
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
| Class B Common Stock | 8/25/2021 | | D | | 750000 (1) | D | $0.00 | 331308 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| LLC Units in Xponential Holdings LLC | (2) | 8/25/2021 | | D | | | 750000 (1) | (3) | (3) | Class A Common Stock | 750000 | $12.00 | 2029256 | D | |
| Explanation of Responses: |
| (1) | The underwriters in the Issuer's IPO exercised in part their option to purchase an aggregate of 904,000 shares of Class A common stock, resulting in additional net proceeds of approximately $10.12 million to the Issuer. The Issuer used $9.0 million of such net proceeds to purchase 750,000 LLC Units from Mr. Geisler at a price of $12.00 per share. In connection with such purchase, an equal number of shares of Class B common stock directly held by Mr. Geisler was cancelled. |
| (2) | Each LLC unit in Xponential Holdings LLC ("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. The LLC Units do not expire. |
| (3) | The LLC Units (i) service-vest as to 136,404 LLC Units on each of the first four anniversaries of August 17, 2017, as to 168,024 LLC Units on October 24, 2018 and as to 168,024 LLC Units on each of the first three anniversaries of May 2, 2018 and (ii) performance-vest as to 1,561,544 LLC Units based on the achievement of a specified per share price for the Issuer's Class A common stock for 25 of 30 consecutive trading days following the end of the 180-day lock-up period for the IPO. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Geisler Anthony
C/O XPONENTIAL FITNESS, INC.
17877 VON KARMAN AVE, SUITE 100
IRVINE, CA 92614 | X | X | Chief Executive Officer |
|
LAG Fit, Inc.
6789 QUAIL HILL
PARKWAY #408
IRVINE, CA 92603 | X | X |
|
|
Signatures
|
| /s/ John Meloun, as Attorney-in-Fact, for Anthony Geisler | | 8/27/2021 |
| **Signature of Reporting Person | Date |
| /s/ John Meloun, as Attorney-in-Fact, for LAG Fit, Inc. | | 8/27/2021 |
| **Signature of Reporting Person | Date |
Xponential Fitness (NYSE:XPOF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Xponential Fitness (NYSE:XPOF)
Historical Stock Chart
From Apr 2023 to Apr 2024
