RpIII Rainsanity Lp - Jun 25, 2021 Form 3/A - Amendment Insider Report for Beachbody Company, Inc. (BODY)

Role
10%+ Owner
Signature
RPIII Rainsanity LP, by /s/ Alfred J. Chianese, attorney-in-fact
Stock symbol
BODY
Transactions as of
Jun 25, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
12/5/2022, 03:30 PM
Date Of Original Report
Jun 29, 2022
Next filing
Dec 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BODY CLASS A COMMON STOCK 33.6M Jun 25, 2021 See footnotes F1, F2, F3
holding BODY CLASS A COMMON STOCK 3.92M Jun 25, 2021 See footnote F1, F4, F5
holding BODY CLASS A COMMON STOCK 1.01M Jun 25, 2021 See footnote F1, F4, F6
holding BODY CLASS A COMMON STOCK 677K Jun 25, 2021 See footnote F1, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 (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.
F4 These shares were inadvertently omitted from the reporting persons' original Form 3 filed August 29, 2021.
F5 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.
F6 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.
F7 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.