4//SEC Filing
RPIII CORP AGGREGATOR LP 4
Accession 0000899243-22-037624
CIK 0001826889other
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 4:30 PM ET
Size
32.0 KB
Accession
0000899243-22-037624
Insider Transaction Report
Form 4
RPIII RAINSANITY LP
10% Owner
Transactions
- Exercise/Conversion
CLASS A COMMON STOCK
2022-05-10+26,075→ 216,551 total(indirect: See footnotes) - Award
RESTRICTED STOCK UNITS
2021-08-27+26,075→ 26,075 total(indirect: See footnotes)→ CLASS A COMMON STOCK (26,075 underlying) - Other
CLASS A COMMON STOCK
2022-01-19−1,014,840→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2022-01-19−676,560→ 0 total(indirect: See footnote) - Exercise/Conversion
RESTRICTED STOCK UNITS
2022-05-10−26,075→ 0 total(indirect: See footnotes)From: 2022-05-10→ CLASS A COMMON STOCK (26,075 underlying) - Award
CLASS A COMMON STOCK
2022-05-10+190,476→ 190,476 total(indirect: See footnotes)
Holdings
- 33,553,362(indirect: See footnote)
CLASS A COMMON STOCK
- 3,916,084(indirect: See footnote)
CLASS A COMMON STOCK
RPIII CORP AGGREGATOR LP
10% Owner
Transactions
- Award
CLASS A COMMON STOCK
2022-05-10+190,476→ 190,476 total(indirect: See footnotes) - Award
RESTRICTED STOCK UNITS
2021-08-27+26,075→ 26,075 total(indirect: See footnotes)→ CLASS A COMMON STOCK (26,075 underlying) - Exercise/Conversion
RESTRICTED STOCK UNITS
2022-05-10−26,075→ 0 total(indirect: See footnotes)From: 2022-05-10→ CLASS A COMMON STOCK (26,075 underlying) - Exercise/Conversion
CLASS A COMMON STOCK
2022-05-10+26,075→ 216,551 total(indirect: See footnotes) - Other
CLASS A COMMON STOCK
2022-01-19−1,014,840→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2022-01-19−676,560→ 0 total(indirect: See footnote)
Holdings
- 3,916,084(indirect: See footnote)
CLASS A COMMON STOCK
- 33,553,362(indirect: See footnote)
CLASS A COMMON STOCK
Transactions
- Exercise/Conversion
CLASS A COMMON STOCK
2022-05-10+26,075→ 216,551 total(indirect: See footnotes) - Other
CLASS A COMMON STOCK
2022-01-19−676,560→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2022-01-19−1,014,840→ 0 total(indirect: See footnote) - Exercise/Conversion
RESTRICTED STOCK UNITS
2022-05-10−26,075→ 0 total(indirect: See footnotes)From: 2022-05-10→ CLASS A COMMON STOCK (26,075 underlying) - Award
CLASS A COMMON STOCK
2022-05-10+190,476→ 190,476 total(indirect: See footnotes) - Award
RESTRICTED STOCK UNITS
2021-08-27+26,075→ 26,075 total(indirect: See footnotes)→ CLASS A COMMON STOCK (26,075 underlying)
Holdings
- 33,553,362(indirect: See footnote)
CLASS A COMMON STOCK
- 3,916,084(indirect: See footnote)
CLASS A COMMON STOCK
Raine Management LLC
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2022-01-19−1,014,840→ 0 total(indirect: See footnote) - Award
CLASS A COMMON STOCK
2022-05-10+190,476→ 190,476 total(indirect: See footnotes) - Exercise/Conversion
RESTRICTED STOCK UNITS
2022-05-10−26,075→ 0 total(indirect: See footnotes)From: 2022-05-10→ CLASS A COMMON STOCK (26,075 underlying) - Exercise/Conversion
CLASS A COMMON STOCK
2022-05-10+26,075→ 216,551 total(indirect: See footnotes) - Other
CLASS A COMMON STOCK
2022-01-19−676,560→ 0 total(indirect: See footnote) - Award
RESTRICTED STOCK UNITS
2021-08-27+26,075→ 26,075 total(indirect: See footnotes)→ CLASS A COMMON STOCK (26,075 underlying)
Holdings
- 3,916,084(indirect: See footnote)
CLASS A COMMON STOCK
- 33,553,362(indirect: See footnote)
CLASS A COMMON STOCK
RPIII Corp SPV Management LLC
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2022-01-19−1,014,840→ 0 total(indirect: See footnote) - Exercise/Conversion
CLASS A COMMON STOCK
2022-05-10+26,075→ 216,551 total(indirect: See footnotes) - Other
CLASS A COMMON STOCK
2022-01-19−676,560→ 0 total(indirect: See footnote) - Award
CLASS A COMMON STOCK
2022-05-10+190,476→ 190,476 total(indirect: See footnotes) - Award
RESTRICTED STOCK UNITS
2021-08-27+26,075→ 26,075 total(indirect: See footnotes)→ CLASS A COMMON STOCK (26,075 underlying) - Exercise/Conversion
RESTRICTED STOCK UNITS
2022-05-10−26,075→ 0 total(indirect: See footnotes)From: 2022-05-10→ CLASS A COMMON STOCK (26,075 underlying)
Holdings
- 33,553,362(indirect: See footnote)
CLASS A COMMON STOCK
- 3,916,084(indirect: See footnote)
CLASS A COMMON STOCK
Raine Holdings LLC
10% Owner
Transactions
- Award
CLASS A COMMON STOCK
2022-05-10+190,476→ 190,476 total(indirect: See footnotes) - Other
CLASS A COMMON STOCK
2022-01-19−676,560→ 0 total(indirect: See footnote) - Exercise/Conversion
CLASS A COMMON STOCK
2022-05-10+26,075→ 216,551 total(indirect: See footnotes) - Other
CLASS A COMMON STOCK
2022-01-19−1,014,840→ 0 total(indirect: See footnote) - Award
RESTRICTED STOCK UNITS
2021-08-27+26,075→ 26,075 total(indirect: See footnotes)→ CLASS A COMMON STOCK (26,075 underlying) - Exercise/Conversion
RESTRICTED STOCK UNITS
2022-05-10−26,075→ 0 total(indirect: See footnotes)From: 2022-05-10→ CLASS A COMMON STOCK (26,075 underlying)
Holdings
- 33,553,362(indirect: See footnote)
CLASS A COMMON STOCK
- 3,916,084(indirect: See footnote)
CLASS A COMMON STOCK
Raine Group LLC
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2022-01-19−676,560→ 0 total(indirect: See footnote) - Award
CLASS A COMMON STOCK
2022-05-10+190,476→ 190,476 total(indirect: See footnotes) - Award
RESTRICTED STOCK UNITS
2021-08-27+26,075→ 26,075 total(indirect: See footnotes)→ CLASS A COMMON STOCK (26,075 underlying) - Other
CLASS A COMMON STOCK
2022-01-19−1,014,840→ 0 total(indirect: See footnote) - Exercise/Conversion
CLASS A COMMON STOCK
2022-05-10+26,075→ 216,551 total(indirect: See footnotes) - Exercise/Conversion
RESTRICTED STOCK UNITS
2022-05-10−26,075→ 0 total(indirect: See footnotes)From: 2022-05-10→ CLASS A COMMON STOCK (26,075 underlying)
Holdings
- 3,916,084(indirect: See footnote)
CLASS A COMMON STOCK
- 33,553,362(indirect: See footnote)
CLASS A COMMON STOCK
Footnotes (10)
- [F1]The recordholder distributed these shares to its limited partners on a pro rata basis, for no consideration.
- [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.
- [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.
Documents
Issuer
Beachbody Company, Inc.
CIK 0001826889
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001869830
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 4:30 PM ET
- Size
- 32.0 KB