H&W INVESTCO LP 4

4 · Xponential Fitness, Inc. · Filed Apr 13, 2022

Form 4

Period: 2022-04-11

Director10% Owner

Transactions

Sale
Class A Common Stock
2022-04-11$20.00/sh−2,479,342$49,586,840→ 9,131,338 total(indirect: H&W Investco II LP)
Other
LLC Units in Xponential Holdings LLC
2022-04-11−2,695,658→ 9,928,019 total(indirect: H&W Investco LP)
→ Class A Common Stock (2,695,658 underlying)
Other
Class B Common Stock
2022-04-11−2,695,658→ 9,928,019 total(indirect: H&W Investco LP)
Other
Class A Common Stock
2022-04-11+2,695,658→ 2,695,658 total(indirect: H&W Investco LP)
Sale
Class A Common Stock
2022-04-11$20.00/sh−2,695,658$53,913,160→ 0 total(indirect: H&W Investco LP)

Holdings

Footnotes (5)

[F1]As previously disclosed in the Issuer's prospectus dated April 6, 2022, the Reporting Person completed an underwritten public offering pursuant to which the Reporting sold an aggregate of 5,175,000 shares of Class A Common Stock at a public offering price of $20 per share, or a net per share price of $18.85 after deducting $1.15 per share of underwriting discounts and commissions. The total 5,175,000 shares consists of (i) 2,479,342 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,695,658 shares of Class A Common Stock held by H&W Investco LP following the redemption of LLC units and cancellation of Class B common stock as described and reported herein.
[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]On April 11, 2022, H&W Investco LP redeemed 2,695,658 LLC units, together with the cancellation of 2,695,658 shares of Class B common stock, for 2,695,658 shares of Class A common stock.
[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. The LLC Units do not expire.
[F5]The LLC Units are fully vested.

Documents

1 file