4//SEC Filing
Grabowski Mark 4
Accession 0000950170-24-129942
CIK 0001802156other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 6:48 AM ET
Size
13.8 KB
Accession
0000950170-24-129942
Insider Transaction Report
Form 4
Grabowski Mark
Director10% Owner
Transactions
- Sale
Class A Common Stock
2024-11-21$15.35/sh−1,352,047$20,753,921→ 0 total(indirect: H&W Investco LP) - Disposition to Issuer
Class B Common Stock
2024-11-21−1,352,047→ 6,101,697 total(indirect: H&W Investco LP) - Exercise/Conversion
Class A Common Stock
2024-11-21+1,352,047→ 1,352,047 total(indirect: H&W Investco LP) - Conversion
LLC Units in Xponential Holdings LLC
2024-11-21−1,352,047→ 6,101,697 total(indirect: H&W Investco LP)→ Class A Common Stock (1,352,047 underlying) - Sale
Class A Common Stock
2024-11-21$15.35/sh−1,243,551$19,088,508→ 5,612,062 total(indirect: H&W Investco II LP)
Holdings
- 30,546
Class A Common Stock
Footnotes (6)
- [F1]On November 21, 2024, H&W Investco LP ("Investco I") redeemed 1,352,047 LLC Units, together with the cancellation of 1,352,047 shares of Class B Common Stock, for 1,352,047 shares of Class A Common Stock.
- [F2]MGAG LLC is the general partner of Investco I and H&W Investco II LP ("Investco II"). Mr. Grabowski is the sole manager of MGAG LLC and, through a wholly owned disregarded entity, the controlling member of MGAG LLC.
- [F3]On November 20, 2024, Investco I and Investco II enlisted BofA Securities, Inc. as broker-dealer in connection with the sale of 2,595,598 shares of the Issuer's Class A Common Stock at the public offering price of $15.35 per share, less the broker discount of $1.91 per share. On November 21, 2024, Investco I and Investco II sold 1,352,047 shares of Class A Common Stock and 1,243,551 shares of Class A Common Stock, respectively, pursuant to Rule 144 under the Securities Act of 1933, as amended, through its broker-dealer.
- [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.
Documents
Issuer
Xponential Fitness, Inc.
CIK 0001802156
Entity typeother
Related Parties
1- filerCIK 0001870551
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 6:48 AM ET
- Size
- 13.8 KB