Grabowski Mark's Form 4 filing
Xponential Fitness, Inc. (XPOF) · filed Apr 13, 2022
- Accession no.
- 0001567619-22-008495
- Filed
- Apr 13, 2022, 5:20 PM ET
- Trade date
- Apr 11, 2022
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 4 non-derivative transactions and 1 derivative transaction. Open-market sales total $103.5M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Grabowski MarkCIK 0001870551 | Director, 10% Owner |
| H&W Investco LPCIK 0001745895 | 10% Owner |
| H&W Investco II LPCIK 0001874117 | 10% Owner |
| Mgag LLCCIK 0001874145 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Apr 11, 2022 | Class A Common Stock | SSaleDisposed | −2,479,342 | $20.00F1 | −$49,586,840 | 9,131,338 | Indirect | |
| Apr 11, 2022 | Class B Common Stock | JOtherDisposed | −2,695,658 | $0.00 | $0 | 9,928,019 | Indirect | |
| Apr 11, 2022 | Class A Common Stock | JOtherAcquired | +2,695,658 | $0.00 | $0 | 2,695,658 | Indirect | |
| Apr 11, 2022 | Class A Common Stock | SSaleDisposed | −2,695,658 | $20.00F1 | −$53,913,160 | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Apr 11, 2022 | Class A Common Stock | JOtherDisposed | −2,695,658 | $0.00 | $0 | 9,928,019 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 2 transactions in Table I.