Xponential Fitness (XPOF) Form 3 Xponential Fitness / Mark Grabowski ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
07/22/2021

3. Issuer Name and Ticker or Trading Symbol
Xponential Fitness, Inc. [ XPOF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 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 II 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)

781 BOSTON POST RD #1313

(Street)

MADISON CT 06443

(City) (State) (Zip)

Explanation of Responses:

Remarks:

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.Exhibit 24 - Power of Attorney

No securities are beneficially owned.

	/s/ Mark Grabowski	07/22/2021
	By: /s/ H&W Investco, LP, By: Mark Graboski, its Authorized Signatory	07/22/2021
	By: /s/ H&W Investco II, LP, By: Mark Grabowski, its Authorized Signatory	07/22/2021
	By: /s/ MGAG LLC, By: Mark Grabowski, its Authorized Signatory	07/22/2021
	** 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 5 (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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