SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Grabowski Mark
(Last) (First) (Middle)
C/O XPONENTIAL FITNESS, INC.
17877 VON KARMAN AVE, SUITE 100
(Street)
IRVINE CA 92614
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Xponential Fitness, Inc. [ XPOF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 02/07/2023 D 2,083,600(1) D $0 7,844,419 I H&W Investco LP(2)
Class A Common Stock 02/07/2023 M 2,083,600(1) A $0 2,083,600 I H&W Investco LP(2)
Class A Common Stock 02/10/2023 S 2,083,600(3) D $24.5 0 I H&W Investco LP(2)
Class A Common Stock 02/10/2023 S 1,916,400(3) D $24.5 7,214,938 I H&W Investco II LP(2)
Class A Common Stock 10,472 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Units in Xponential Holdings LLC (4) 02/07/2023 C(1) 2,083,600 (5) (6) Class A Common Stock 2,083,600 $0 7,844,419 I H&W Investco LP(2)
1. Name and Address of Reporting Person*
Grabowski Mark
(Last) (First) (Middle)
C/O XPONENTIAL FITNESS, INC.
17877 VON KARMAN AVE, SUITE 100
(Street)
IRVINE CA 92614
(City) (State) (Zip)
1. Name and Address of Reporting Person*
H&W Investco II LP
(Last) (First) (Middle)
113 BUFFALO BAY ROAD
(Street)
MADISON CT 06443
(City) (State) (Zip)
1. Name and Address of Reporting Person*
H&W INVESTCO LP
(Last) (First) (Middle)
113 BUFFALO BAY ROAD
(Street)
MADISON CT 06443
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MGAG LLC
(Last) (First) (Middle)
113 BUFFALO BAY ROAD
(Street)
MADISON CT 06443
(City) (State) (Zip)
Explanation of Responses:
1. On February 7, 2023, H&W Investco LP redeemed 2,083,600 LLC Units, together with the cancellation of 2,083,600 shares of Class B Common Stock, for 2,083,600 shares of Class A Common Stock.
2. 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.
3. On February 10, 2023, the Reporting Persons completed an underwritten public offering pursuant to which the Reporting Persons sold an aggregate of 4,000,000 shares of Class A Common Stock at a public offering price of $24.50 per share, or a net per share price of $23.336 after deducting $1.164 per share of underwriting discounts and commissions. The total 4,000,000 shares consist of (i) 1,916,400 shares of Class A Common Stock held by H&W Investco II LP and (ii) 2,083,600 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.
4. 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.
5. The LLC Units are fully vested.
6. The LLC Units do not expire.
/s/ John Meloun, as Attorney-in-Fact, for Mark Grabowski 02/17/2023
/s/ John Meloun, as Attorney-in-Fact, for H&W Investco LP 02/17/2023
/s/ John Meloun, as Attorney-in-Fact, for H&W Investco II LP 02/17/2023
/s/ John Meloun, as Attorney-in-Fact, for MGAG LLC 02/17/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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