H&W INVESTCO LP 4
4 · Xponential Fitness, Inc. · Filed Jul 28, 2021
Insider Transaction Report
Form 4
Grabowski Mark
Director10% Owner
Transactions
- Award
Class B Common Stock
2021-07-26$0.00/sh+12,623,677$1,262→ 12,623,677 total(indirect: H&W Investco LP) - Award
Class A Common Stock
2021-07-26+11,610,680→ 11,610,680 total(indirect: H&W Investco II LP) - Award
LLC Units in Xponential Holdings LLC
2021-07-26+12,623,677→ 12,623,677 total(indirect: H&W Investco LP)→ Class A Common Stock (12,623,677 underlying)
Footnotes (4)
- [F1]These securities were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by the reporting persons and their affiliates in H&W Franchise Holdings, LLC.
- [F2]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.
- [F3]Upon vesting, 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.
- [F4]The LLC Units are fully vested.