4//SEC Filing
Kennedy Lewis Investment Holdings II LLC 4
Accession 0000899243-21-046444
CIK 0001788717other
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 7:12 PM ET
Size
23.5 KB
Accession
0000899243-21-046444
Insider Transaction Report
Form 4
Kennedy Lewis Capital Partners Master Fund II LP
Director10% Owner
Transactions
- Purchase
Common Stock
2021-11-29$10.73/sh+73,495$788,601→ 73,495 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-30$10.44/sh+73,495$767,288→ 146,990 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-30$10.44/sh+51,505$537,712→ 8,272,532 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-29$10.73/sh+51,505$552,649→ 8,221,027 total(indirect: See Footnotes)
Holdings
- 2,109,759(indirect: See Footnotes)
Common Stock
Kennedy Lewis GP II LLC
Director10% Owner
Transactions
- Purchase
Common Stock
2021-11-30$10.44/sh+51,505$537,712→ 8,272,532 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-29$10.73/sh+73,495$788,601→ 73,495 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-30$10.44/sh+73,495$767,288→ 146,990 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-29$10.73/sh+51,505$552,649→ 8,221,027 total(indirect: See Footnotes)
Holdings
- 2,109,759(indirect: See Footnotes)
Common Stock
Kennedy Lewis Investment Holdings II LLC
Director10% Owner
Transactions
- Purchase
Common Stock
2021-11-30$10.44/sh+51,505$537,712→ 8,272,532 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-29$10.73/sh+51,505$552,649→ 8,221,027 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-29$10.73/sh+73,495$788,601→ 73,495 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-30$10.44/sh+73,495$767,288→ 146,990 total(indirect: See Footnotes)
Holdings
- 2,109,759(indirect: See Footnotes)
Common Stock
KENNEDY LEWIS MANAGEMENT LP
Director10% Owner
Transactions
- Purchase
Common Stock
2021-11-29$10.73/sh+51,505$552,649→ 8,221,027 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-29$10.73/sh+73,495$788,601→ 73,495 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-30$10.44/sh+51,505$537,712→ 8,272,532 total(indirect: See Footnotes) - Purchase
Common Stock
2021-11-30$10.44/sh+73,495$767,288→ 146,990 total(indirect: See Footnotes)
Holdings
- 2,109,759(indirect: See Footnotes)
Common Stock
Footnotes (10)
- [F1]These securities of F45 Training Holdings Inc. (the "Issuer") are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II").
- [F10]Kennedy Lewis GP LLC ("Fund I GP") is the general partner of Master Fund I. Kennedy Lewis Investment Holdings LLC ("Holdings") is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings. David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund I due to the above relationship with Master Fund I.
- [F2]These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III", and together with Master Fund II and Master Fund I, as defined below, the "Funds").
- [F3]Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds.
- [F4]Kennedy Lewis GP II LLC ("Fund II GP") is the general partner of Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund II due to their relationship with Master Fund II. Kennedy Lewis GP III LLC ("Fund III GP") is the general partner of Master Fund III. Holdings II is the managing member of Fund III GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund III GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund III due to their relationship with Master Fund III.
- [F5](Continued from footnote 4) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by each of the Funds due to their relationships with the Funds.
- [F6]For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- [F7]The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $10.07 to $10.90, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (7) and (8) to this Form 4.
- [F8]The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $10.21 to $10.64, inclusive.
- [F9]These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I").
Issuer
F45 Training Holdings Inc.
CIK 0001788717
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001854977
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 7:12 PM ET
- Size
- 23.5 KB