H&W INVESTCO LP 4
4 · Xponential Fitness, Inc. · Filed Aug 14, 2023
Insider Transaction Report
Form 4
Grabowski Mark
Director10% Owner
Transactions
- Purchase
Class A Common Stock
2023-08-11$21.39/sh+4,640$99,238→ 15,112 total
Holdings
- 6,855,613(indirect: H&W Investco II LP)
Class A Common Stock
- 7,453,744(indirect: H&W Investco LP)
Class B Common Stock
- 7,453,744(indirect: H&W Investco LP)
LLC Units in Xponential Holdings LLC
→ Class A Common Stock (7,453,744 underlying)
Footnotes (6)
- [F1]The transactions reported on this Form 4 resulted in profits under Section 16(b) of the Securities Exchange Act of 1934, for which the Reporting Person has remitted $9,041.10 to the Issuer, the maximum amount of the profits realized in connection with the transactions.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.36 to $21.42, 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.
- [F3]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.
- [F5]The LLC Units are fully vested.
- [F6]The LLC Units do not expire.