Amendment: SEC Form SC 13G/A filed by Xponential Fitness Inc.
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13G |
| (Amendment No. 4)* |
| Under the Securities Exchange Act of 1934 |
| Xponential Fitness, Inc. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 98422X101 |
| (CUSIP Number) |
| September 30, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the following box to designate the rule pursuant to which the Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in
a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 2 of 11 |
| 1 | NAMES OF REPORTING PERSONS DESALKIV Portfolios, L.L.C.
| |||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0-
| ||
| 6 | SHARED VOTING POWER 1,807,513
| |||
| 7 | SOLE DISPOSITIVE POWER -0-
| |||
| 8 | SHARED DISPOSITIVE POWER 1,807,513
| |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,807,513
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3%1
| |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
| |||
1 This percentage figure is based upon 33,998,513 shares of Class A Common Stock outstanding, composed of: (i) 32,191,000 shares of Class A Common Stock outstanding as of September 30, 2024, as reported in the Issuer’s Form 8-K filed with the SEC on November 7, 2024 and (ii) 1,807,513 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 3 of 11 |
| 1 | NAMES OF REPORTING PERSONS D. E. Shaw Manager, L.L.C.
| |||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0-
| ||
| 6 | SHARED VOTING POWER 1,807,513
| |||
| 7 | SOLE DISPOSITIVE POWER -0-
| |||
| 8 | SHARED DISPOSITIVE POWER 1,807,513
| |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,807,513
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3%1
| |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
| |||
1 This percentage figure is based upon 33,998,513 shares of Class A Common Stock outstanding, composed of: (i) 32,191,000 shares of Class A Common Stock outstanding as of September 30, 2024, as reported in the Issuer’s Form 8-K filed with the SEC on November 7, 2024 and (ii) 1,807,513 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 4 of 11 |
| 1 | NAMES OF REPORTING PERSONS D. E. Shaw Adviser, L.L.C.
| |||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0-
| ||
| 6 | SHARED VOTING POWER 1,807,513
| |||
| 7 | SOLE DISPOSITIVE POWER -0-
| |||
| 8 | SHARED DISPOSITIVE POWER 1,807,513
| |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,807,513
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3%1
| |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA
| |||
1 This percentage figure is based upon 33,998,513 shares of Class A Common Stock outstanding, composed of: (i) 32,191,000 shares of Class A Common Stock outstanding as of September 30, 2024, as reported in the Issuer’s Form 8-K filed with the SEC on November 7, 2024 and (ii) 1,807,513 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 5 of 11 |
| 1 | NAMES OF REPORTING PERSONS D. E. Shaw & Co., L.L.C.
| |||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0-
| ||
| 6 | SHARED VOTING POWER 3,272,526
| |||
| 7 | SOLE DISPOSITIVE POWER -0-
| |||
| 8 | SHARED DISPOSITIVE POWER 3,272,526
| |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,272,526
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6%1
| |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
| |||
1 This percentage figure is based upon 33,998,513 shares of Class A Common Stock outstanding, composed of: (i) 32,191,000 shares of Class A Common Stock outstanding as of September 30, 2024, as reported in the Issuer’s Form 8-K filed with the SEC on November 7, 2024 and (ii) 1,807,513 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 6 of 11 |
| 1 | NAMES OF REPORTING PERSONS D. E. Shaw & Co., L.P.
| |||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0-
| ||
| 6 | SHARED VOTING POWER 3,272,526
| |||
| 7 | SOLE DISPOSITIVE POWER -0-
| |||
| 8 | SHARED DISPOSITIVE POWER 3,272,526
| |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,272,526
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6%1
| |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN
| |||
1 This percentage figure is based upon 33,998,513 shares of Class A Common Stock outstanding, composed of: (i) 32,191,000 shares of Class A Common Stock outstanding as of September 30, 2024, as reported in the Issuer’s Form 8-K filed with the SEC on November 7, 2024 and (ii) 1,807,513 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 7 of 11 |
| 1 | NAMES OF REPORTING PERSONS David E. Shaw
| |||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
| |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0-
| ||
| 6 | SHARED VOTING POWER 3,272,526
| |||
| 7 | SOLE DISPOSITIVE POWER -0-
| |||
| 8 | SHARED DISPOSITIVE POWER 3,272,526
| |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,272,526
| |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6%1
| |||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
| |||
1 This percentage figure is based upon 33,998,513 shares of Class A Common Stock outstanding, composed of: (i) 32,191,000 shares of Class A Common Stock outstanding as of September 30, 2024, as reported in the Issuer’s Form 8-K filed with the SEC on November 7, 2024 and (ii) 1,807,513 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 8 of 11 |
| Item 1. | ||
| (a) | Name of Issuer | |
| Xponential Fitness, Inc. | ||
| (b) | Address of Issuer's Principal Executive Offices | |
17877 Von Karman Ave., Suite 100 Irvine, CA 92614 | ||
| Item 2. | ||
| (a) | Name of Person Filing | |
DESALKIV Portfolios, L.L.C. D. E. Shaw Manager, L.L.C. D. E. Shaw Adviser, L.L.C. D. E. Shaw & Co., L.L.C. D. E. Shaw & Co., L.P. David E. Shaw | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
The business address for each reporting person
is: 375 Ninth Avenue, 52nd Floor | ||
| (c) | Citizenship | |
DESALKIV Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw Manager, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw Adviser, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. | ||
| (d) | Title of Class of Securities | |
| Class A Common Stock, par value $0.0001 per share | ||
| (e) | CUSIP Number | |
| 98422X101 | ||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| Not Applicable | |
| Item 4. | Ownership |
As of September 30, 2024:
| (a) | Amount beneficially owned: | |||
| DESALKIV Portfolios, L.L.C.: |
1,807,513 shares This is composed of 1,807,513 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.
| |||
| D. E. Shaw Manager, L.L.C.: |
1,807,513 shares This is composed of 1,807,513 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities. | |||
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 9 of 11 |
| D. E. Shaw Adviser, L.L.C.: |
1,807,513 shares This is composed of 1,807,513 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities.
| |||
| D. E. Shaw & Co., L.L.C.: |
3,272,526 shares This is composed of (i) 1,807,513 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
| |||
| D. E. Shaw & Co., L.P.: |
3,272,526 shares This is composed of (i) 1,807,513 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C.
| |||
| David E. Shaw: |
3,272,526 shares This is composed of (i) 1,807,513 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C. |
| (b) | Percent of class: | |||
| DESALKIV Portfolios, L.L.C.: | 5.3% | |||
| D. E. Shaw Manager, L.L.C.: | 5.3% | |||
| D. E. Shaw Adviser, L.L.C.: | 5.3% | |||
| D. E. Shaw & Co., L.L.C.: | 9.6% | |||
| D. E. Shaw & Co., L.P.: | 9.6% | |||
| David E. Shaw: | 9.6% | |||
| (c) | Number of shares to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: | |||
| DESALKIV Portfolios, L.L.C.: | -0- shares | |||
| D. E. Shaw Manager, L.L.C.: | -0- shares | |||
| D. E. Shaw Adviser, L.L.C.: | -0- shares | |||
| D. E. Shaw & Co., L.L.C.: | -0- shares | |||
| D. E. Shaw & Co., L.P.: | -0- shares | |||
| David E. Shaw: | -0- shares | |||
| (ii) | Shared power to vote or to direct the vote: | |||
| DESALKIV Portfolios, L.L.C.: | 1,807,513 shares | |||
| D. E. Shaw Manager, L.L.C.: | 1,807,513 shares | |||
| D. E. Shaw Adviser, L.L.C.: | 1,807,513 shares | |||
| D. E. Shaw & Co., L.L.C.: | 3,272,526 shares | |||
| D. E. Shaw & Co., L.P.: | 3,272,526 shares | |||
| David E. Shaw: | 3,272,526 shares | |||
| (iii) | Sole power to dispose or to direct the disposition of: | |||
| DESALKIV Portfolios, L.L.C.: | -0- shares | |||
| D. E. Shaw Manager, L.L.C.: | -0- shares | |||
| D. E. Shaw Adviser, L.L.C.: | -0- shares | |||
| D. E. Shaw & Co., L.L.C.: | -0- shares | |||
| D. E. Shaw & Co., L.P.: | -0- shares | |||
| David E. Shaw: | -0- shares | |||
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 10 of 11 |
| (iv) | Shared power to dispose or to direct the disposition of: | |||
| DESALKIV Portfolios, L.L.C.: | 1,807,513 shares | |||
| D. E. Shaw Manager, L.L.C.: | 1,807,513 shares | |||
| D. E. Shaw Adviser, L.L.C.: | 1,807,513 shares | |||
| D. E. Shaw & Co., L.L.C.: | 3,272,526 shares | |||
| D. E. Shaw & Co., L.P.: | 3,272,526 shares | |||
| David E. Shaw: | 3,272,526 shares | |||
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member of (i) D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of DESALKIV Portfolios, L.L.C., and (ii) D. E. Shaw Adviser II, L.L.C., which in turn is the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of (i) D. E. Shaw Manager, L.L.C., which in turn is the manager of DESALKIV Portfolios, L.L.C., and (ii) D. E. Shaw Manager II, L.L.C., which in turn is the manager of D. E. Shaw Galvanic Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 3,272,526 shares as described above constituting 9.6% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 3,272,526 shares.
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
By signing below, each of DESALKIV Portfolios, L.L.C., D. E. Shaw Manager, L.L.C., D. E. Shaw Adviser, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 98422X101 | SCHEDULE 13G/A | Page 11 of 11 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. Powers of Attorney, dated August 1, 2024, granted by David E. Shaw in favor of Daniel R. Marcus, are attached hereto.
Dated: November 14, 2024
| DESALKIV Portfolios, L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| D. E. Shaw Manager, L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| D. E. Shaw Adviser, L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Chief Compliance Officer | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Daniel R. Marcus | |
| Daniel R. Marcus | ||
| Attorney-in-Fact for David E. Shaw | ||