0000950103-21-011367.txt : 20210728 0000950103-21-011367.hdr.sgml : 20210728 20210728203106 ACCESSION NUMBER: 0000950103-21-011367 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210726 FILED AS OF DATE: 20210728 DATE AS OF CHANGE: 20210728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Geisler Anthony CENTRAL INDEX KEY: 0001870549 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40638 FILM NUMBER: 211124393 MAIL ADDRESS: STREET 1: C/O XPONENTIAL FITNESS, INC. STREET 2: 17877 VON KARMAN AVE, SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAG Fit, Inc. CENTRAL INDEX KEY: 0001874115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40638 FILM NUMBER: 211124392 BUSINESS ADDRESS: STREET 1: 6789 QUAIL HILL STREET 2: PARKWAY #408 CITY: IRVINE STATE: CA ZIP: 92603 BUSINESS PHONE: 714 270 7529 MAIL ADDRESS: STREET 1: 6789 QUAIL HILL STREET 2: PARKWAY #408 CITY: IRVINE STATE: CA ZIP: 92603 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xponential Fitness, Inc. CENTRAL INDEX KEY: 0001802156 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 844395129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 6507522078 MAIL ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92614 4 1 dp155224_4-geisler.xml FORM 3 X0306 4 2021-07-26 0 0001802156 Xponential Fitness, Inc. XPOF 0001870549 Geisler Anthony C/O XPONENTIAL FITNESS, INC. 17877 VON KARMAN AVE, SUITE 100 IRVINE CA 92614 1 1 1 0 Chief Executive Officer 0001874115 LAG Fit, Inc. 6789 QUAIL HILL PARKWAY #408 IRVINE CA 92603 1 0 1 0 Class A Common Stock 2021-07-26 4 A 0 83330 0 A 83330 I LAG Fit, Inc. Class B Common Stock 2021-07-26 4 A 0 7439858 0.0001 A 7439858 I LAG Fit, Inc. Class B Common Stock 2021-07-26 4 A 0 1081308 0.0001 A 1081308 D LLC Units in Xponential Holdings LLC 2021-07-26 4 A 0 7439858 0 A Class A Common Stock 7439858 7439858 I LAG Fit, Inc. LLC Units in Xponential Holdings LLC 2021-07-26 4 A 0 2779256 0 A Class A Common Stock 2779256 2779256 D 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 in H&W Franchise Holdings, LLC. LAG Fit, Inc. is wholly owned by Mr. Geisler. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc. 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. The LLC Units are fully vested. The LLC Units (i) service-vest as to 136,404 LLC Units on each of the first four anniversaries of August 17, 2017, as to 168,024 LLC Units on October 24, 2018 and as to 168,024 LLC Units on each of the first three anniversaries of May 2, 2018 and (ii) performance-vest as to 1,561,544 LLC Units based on the achievement of a specified per share price for the Issuer's Class A common stock for 25 of 30 consecutive trading days following the end of the initial public offering 180-day lock-up period. /s/ John Meloun, as Attorney-in-Fact, for Anthony Geisler 2021-07-28 /s/ John Meloun, as Attorney-in-Fact, for LAG Fit, Inc. 2021-07-28