Mark Grabowski Amends Xponential Fitness Stake Filing

TL;DR

Grabowski updated his Xponential Fitness (XPON) filing - check for ownership changes.

AI Summary

On November 21, 2024, Mark Grabowski filed an amendment (Amendment No. 3) to Schedule 13D concerning Xponential Fitness, Inc. This filing indicates a change in beneficial ownership of the company's Class A Common Stock. Grabowski's address is listed as 781 Boston Post Rd. #1313, Madison, CT 06443.

Why It Matters

This filing signals a potential shift in control or significant investment strategy by a major shareholder in Xponential Fitness, Inc., which could impact the stock's future performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in a major shareholder's position, which can lead to increased stock volatility.

Key Players & Entities

• Mark Grabowski (person) — Filing person and potential beneficial owner
• Xponential Fitness, Inc. (company) — Subject company
• 781 Boston Post Rd. #1313, Madison, CT 06443 (address) — Mark Grabowski's mailing address
• November 21, 2024 (date) — Date of event requiring filing

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $15.35 — n Stock at the public offering price of $15.35 per share, less the broker discount of
• $1.91 — per share, less the broker discount of $1.91 per share. On November 21, 2024, Invest

Filing Documents

• d769861dsc13da.htm (SC 13D/A) — 64KB
• 0001193125-24-263778.txt ( ) — 65KB

(c) of the Schedule 13D is hereby amended and replaced in its entirety with the following language

Item 2(c) of the Schedule 13D is hereby amended and replaced in its entirety with the following language: H&W Investco LP (hereafter, Investco I ) is the record holder of 6,101,697 shares of Class B Common Stock and H&W Investco II LP (hereafter, Investco II ) is the record holder of 5,612,062 shares of Class A Common Stock (collectively, the Investco Shares ), and Mark Grabowski is the record holder of 30,546 shares of Class A Common Stock. As the general partner of each of Investco I and Investco II, MGAG LLC (hereafter, MGAG and together with Investco I, Investco II and Mark Grabowski, the Reporting Persons ) may be deemed the beneficial Investco Shares. Item4. Purpose of Transaction

of the Schedule 13D is hereby amended to add the following language

Item 4 of the Schedule 13D is hereby amended to add the following language : In connection with Reporting Persons participation in the sale of shares of the Issuers Class A Common Stock through BofA Securities, Inc. as broker-dealer, pursuant to the Form 144 filed with the Securities and Exchange Commission on November 21, 2024 (the Offering ), (i) Investco II sold an aggregate of 1,243,551 shares of Class A Common Stock and (ii) 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, which were subsequently sold in the Offering. The Offering is taking place as part of a regular sell-down, in the ordinary course of business, of Investco I and Investco IIs stake in the Issuers business, and in order to achieve year end distributions. 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 Issuers 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. Item5. Interest in Securities of the Issuer

(a) - (c) of the Schedule 13D are hereby amended and replaced in their entirety with the following language

Item 5(a) - (c) of the Schedule 13D are hereby amended and replaced in their entirety with the following language : (a)-(b) As of the date hereof: Investco I directly owns 6,101,697 shares of Class B Common Stock of the Issuer, representing approximately 38.1% of the outstanding Class B Common Stock and approximately 12.6% of the Issuers combined voting power. Investco I has shared dispositive and voting power over such shares. In addition, Investco I directly owns 6,101,697 LLC Units, each of which 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. Investco I does not own any shares of Class A Common Stock of the Issuer. Investco II directly owns 5,612,062 shares of Class A Common Stock, representing approximately 17.4% of the outstanding Class A Common Stock and approximately 11.6% of the Issuers combined voting power. Investco II has shared dispositive and voting power over such shares. MGAG is the general partner of each of Investco I and Investco II and therefore is deemed to beneficially own 5,612,062 shares of Class A Common Stock held by Investco II and 6,101,697 shares of Class B Common Stock held by Investco I, or an aggregate of 11,713,759 shares of Common Stock, representing approximately 38.1% of the outstanding Class B Common Stock, approximately 17.4% of the outstanding Class A Common Stock and approximately 24.3% of the Issuers combined voting power. MGAG has sole power to dispose and vote such shares. As the sole managing member and controlling person of MGAG, Mr. Grabowski may be deemed the indirect beneficial owner of an aggregate of 11,713,759 shares of Common Stock, representing approximately 38.1% of the outstanding Class B Common Stock, approximately 17.4% of the outstanding Class A Common Stock and approximately 24.3% of the Issue

View Full Filing

View this SC 13D/A filing on SEC EDGAR