The Beachbody Company Inc.

11/08/2024 | Press release | Distributed by Public on 11/08/2024 16:31

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
RPIII RAINSANITY LP
2. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc. [BODY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(Street)
NEW YORK, NY 10022
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 11/04/2024 J(1) 78,321 D $ 0 0 I See footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RPIII RAINSANITY LP
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
RPIII Corp SPV Management LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
RPIII CORP AGGREGATOR LP
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Associates III Corp (AIV 2) GP LP
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Management LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Group LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Holdings LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X

Signatures

RPIII Rainsanity LP, by /s/ Alfred J. Chianese, attorney-in-fact 11/04/2024
**Signature of Reporting Person Date
RPIII Corp SPV Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 11/04/2024
**Signature of Reporting Person Date
RPIII Corp Aggregator LP, by /s/ Alfred J. Chianese, attorney-in-fact 11/04/2024
**Signature of Reporting Person Date
Raine Associates III Corp (AIV 2) GP LP, by /s/ Alfred J. Chianese, attorney-in-fact 11/04/2024
**Signature of Reporting Person Date
Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 11/04/2024
**Signature of Reporting Person Date
The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact 11/04/2024
**Signature of Reporting Person Date
Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact 11/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The recordholder distributed these shares to its limited partners on a pro rata basis, for no consideration.
(2) 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 III Corp (AIV 2) GP LP ("Raine Associates") as RPIII Co-Invest 1's manager, 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 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.