RpIII Rainsanity Lp - Aug 27, 2021 Form 4 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
Aug 27, 2021
Transactions value $
$0
Form type
4
Date filed
12/5/2022, 03:30 PM
Previous filing
Jun 29, 2021
Next filing
Nov 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BODY CLASS A COMMON STOCK Other $0 -1.01M -100% $0.00* 0 Jan 19, 2022 See footnote F1, F2
transaction BODY CLASS A COMMON STOCK Other $0 -677K -100% $0.00* 0 Jan 19, 2022 See footnote F1, F3
transaction BODY CLASS A COMMON STOCK Award $0 +190K $0.00 190K May 10, 2022 See footnotes F4, F5, F6
transaction BODY CLASS A COMMON STOCK Options Exercise $0 +26.1K +13.69% $0.00 217K May 10, 2022 See footnotes F5, F6
holding BODY CLASS A COMMON STOCK 33.6M Aug 27, 2021 See footnote F7
holding BODY CLASS A COMMON STOCK 3.92M Aug 27, 2021 See footnote F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BODY RESTRICTED STOCK UNITS Award $0 +26.1K $0.00 26.1K Aug 27, 2021 CLASS A COMMON STOCK 26.1K See footnotes F5, F6, F9, F10
transaction BODY RESTRICTED STOCK UNITS Options Exercise $0 -26.1K -100% $0.00* 0 May 10, 2022 CLASS A COMMON STOCK 26.1K See footnotes F5, F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The recordholder distributed these shares to its limited partners on a pro rata basis, for no consideration.
F2 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 III Corp (AIV 2) GP LP ("Raine Associates") as RPIII Co-Invest 2'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 ("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.
F3 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.
F4 Represents a grant of restricted stock units ("RSUs") which convert into shares of Class A Common Stock on a one-for-one basis. The RSUs vest on the earlier to occur of (i) May 10, 2023 and (ii) the date of the next annual meeting following the grant date, subject to continued service with The Beachbody Company, Inc. (the "Company") through such date.
F5 These shares are held of record by John Salter, a member of the board of directors ("Board") of the Company. Mr. Salter is a partner of Raine Holdings, which is the majority member of Raine Group, which is the manager of Raine Management, which is the general partner of Raine Associates, which is the general partner of RPIII Corp Aggregator LP ("Corp Aggregator"), which is the sole manager of RPIII Corp SPV Management LLC ("SPV Management"), which is the general partner of RPIII Rainsanity LP ("RPIII Rainsanity"), and by virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Salter.
F6 (Continued from Footnote 5) The Reporting Persons disclaim beneficial ownership over shares held by Mr. Salter 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. The shares may also be deemed to be beneficially owned by SPV Management, as RPIII Rainsanity's general partner, Corp Aggregator as SPV Management's sole manager, Raine Associates as Corp Aggregator's general partner, 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 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.
F8 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 as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII 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.
F9 The RSUs convert into shares of Class A Common Stock on a one-for-one basis upon vesting, and have no expiration date.
F10 On August 27, 2021 Mr. Salter was granted 26,075 RSUs, which vest on the date of the 2022 Annual Meeting of Stockholders of the Company, contingent upon Mr. Salter's continued service as a member of the Company's Board through such time.