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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/25/2021 |
3. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc. [ BODY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 06/29/2022 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
CLASS A COMMON STOCK | 33,553,362(1) | I | See footnotes(2)(3) |
CLASS A COMMON STOCK | 3,916,084(1)(4) | I | See footnote(5) |
CLASS A COMMON STOCK | 1,014,840(1)(4) | I | See footnote(6) |
CLASS A COMMON STOCK | 676,560(1)(4) | I | See footnote(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Received pursuant to an Agreement and Plan of Merger, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., BB Merger Sub, LLC, MFH Merger Sub, LLC, The Beachbody Company Group, LLC, and Myx Fitness Holdings, LLC. |
2. These shares are held directly by RPIII Rainsanity LP ("Rainsanity"). The shares may also be deemed to be beneficially owned by RPIII Corp SPV Management LLC ("SPV Management") as Rainsanity's general partner, RPIII Corp Aggregator LP ("Corp Aggregator") as SPV Management's sole manager, Raine Associates III Corp (AIV 2) GP LP ("Raine Associates") as Corp Aggregator's general partner, Raine Management LLC ("Raine Management") as Raine Associates' general partner, The Raine Group LLC ("Raine Group") as the sole manager of Raine Management, and Raine Holdings LLC ("Raine Holdings") as the majority member of Raine Group. |
3. (Continued from footnote 2) The Reporting Persons disclaim beneficial ownership over shares held by Rainsanity except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
4. These shares were inadvertently omitted from the reporting persons' original Form 3 filed August 29, 2021. |
5. These shares are held directly by RPIII Rainsanity Co-Invest 1 LLC ("RPIII Co-Invest 1"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 1's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings LLC ("Raine Holdings") as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 1 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
6. These shares are held directly by RPIII Rainsanity Co-Invest 2 LLC ("RPIII Co-Invest 2"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 2's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 2 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
7. These shares are held directly by RPIII Rainsanity Co-Invest 3 LLC ("RPIII Co-Invest 3"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 3's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 3 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
Remarks: |
1. Exhibit List: Exhibit 24 - Power of Attorney 2. In addition to the explanation in footnote 4, this amended Form 3 is being filed to correct the inadvertent omission of the following reporting persons: RPIII Corp SPV Management LLC, Raine Management LLC, The Raine Group LLC, and Raine Holdings LLC from the reporting persons' original Form 3 filed August 29, 2021. |
RPIII Rainsanity LP, by /s/ Alfred J. Chianese, attorney-in-fact | 12/05/2022 | |
RPIII Corp SPV Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 12/05/2022 | |
RPIII Corp Aggregator LP, by /s/ Alfred J. Chianese, attorney-in-fact | 12/05/2022 | |
Raine Associates III Corp (AIV 2) GP LP, by /s/ Alfred J. Chianese, attorney-in-fact | 12/05/2022 | |
Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 12/05/2022 | |
The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 12/05/2022 | |
Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact | 12/05/2022 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |