0000899243-22-030013.txt : 20220829 0000899243-22-030013.hdr.sgml : 20220829 20220829201336 ACCESSION NUMBER: 0000899243-22-030013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220825 FILED AS OF DATE: 20220829 DATE AS OF CHANGE: 20220829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Richman Darren CENTRAL INDEX KEY: 0001594474 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212600 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLM GP LLC CENTRAL INDEX KEY: 0001797767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212601 BUSINESS ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHENE DAVID CENTRAL INDEX KEY: 0001797237 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212599 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY LEWIS MANAGEMENT LP CENTRAL INDEX KEY: 0001797633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212608 BUSINESS ADDRESS: STREET 1: 111 W. 33RD STREET, SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 W. 33RD STREET, SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY LEWIS INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001797634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212602 BUSINESS ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis GP III LLC CENTRAL INDEX KEY: 0001897209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212603 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212.782.3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis Investment Holdings II LLC CENTRAL INDEX KEY: 0001854977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212605 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis Capital Partners Master Fund II LP CENTRAL INDEX KEY: 0001855023 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212607 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis GP II LLC CENTRAL INDEX KEY: 0001855024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212606 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis Capital Partners Master Fund III LP CENTRAL INDEX KEY: 0001896898 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 221212604 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212.782.3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: F45 Training Holdings Inc. CENTRAL INDEX KEY: 0001788717 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 383978689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 236 CALIFORNIA STREET CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 8189628791 MAIL ADDRESS: STREET 1: 236 CALIFORNIA STREET CITY: EL SEGUNDO STATE: CA ZIP: 90245 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-25 0 0001788717 F45 Training Holdings Inc. FXLV 0001797633 KENNEDY LEWIS MANAGEMENT LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001855023 Kennedy Lewis Capital Partners Master Fund II LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001855024 Kennedy Lewis GP II LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001854977 Kennedy Lewis Investment Holdings II LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001896898 Kennedy Lewis Capital Partners Master Fund III LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001897209 Kennedy Lewis GP III LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001797634 KENNEDY LEWIS INVESTMENT MANAGEMENT LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001797767 KLM GP LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001594474 Richman Darren 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001797237 CHENE DAVID 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 Common Stock 2022-08-25 4 P 0 103009 2.6639 A 9454136 I See Footnotes Common Stock 2022-08-25 4 P 0 146991 2.6639 A 1833098 I See Footnotes Common Stock 2022-08-26 4 P 0 150394 2.6935 A 9604530 I See Footnotes Common Stock 2022-08-26 4 P 0 214606 2.6935 A 2047704 I See Footnotes Common Stock 2022-08-29 4 P 0 123611 2.5291 A 9728141 I See Footnotes Common Stock 2022-08-29 4 P 0 176389 2.5291 A 2224093 I See Footnotes Common Stock 2109759 I See Footnotes The price reported in Column 4 is a weighted average price. These shares of Common Stock of F45 Training Holdings Inc. (the "Issuer") were purchased in multiple transactions at prices ranging from $2.49 to $2.72, 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 purchased at each separate price within the ranges set forth in footnotes (1), (8) and (9) to this Form 4. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund III and Master Fund I, as defined below, the "Funds"). 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. 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 Kennedy Lewis Capital Partners Master Fund III LP ("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. (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. 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, Kennedy Lewis GP LLC ("Fund I GP"), Kennedy Lewis Investment Holdings LLC ("Holdings"), 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, Fund I GP, Holdings, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose. These securities of the Issuer are held directly by Master Fund III. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were purchased in multiple transactions at prices ranging from $2.62 to $2.755, inclusive. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were purchased in multiple transactions at prices ranging from $2.48 to $2.73, inclusive. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I"). Fund I GP is the general partner of Master Fund I. 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 their relationships with Master Fund I. Darren Richman, a managing member of each of Kennedy Lewis Investment Management LLC, Kennedy Lewis Investment Holdings LLC and Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of F45 Training Holdings Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Richman are deemed directors by deputization of the Issuer. KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2022-08-29 KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP, By: Kennedy Lewis GP II LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2022-08-29 KENNEDY LEWIS GP II LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2022-08-29 KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2022-08-29 KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2022-08-29 KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2022-08-29 KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2022-08-29 KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2022-08-29 DARREN RICHMAN, Name: /s/ Darren Richman 2022-08-29 DAVID CHENE, Name: /s/ David Chene 2022-08-29 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                              Exhibit 99.1

                       Form 4 Joint Filer Information

Name:                                   Kennedy Lewis Capital Partners Master
                                        Fund II LP

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022


Name:                                   Kennedy Lewis GP II LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022


Name:                                   Kennedy Lewis Investment Holdings II
                                        LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022


Name:                                   Kennedy Lewis Capital Partners Master
                                        Fund III LP

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022


Name:                                   Kennedy Lewis GP III LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022


Name:                                   KLM GP LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022


Name:                                   Kennedy Lewis Investment
                                        Management LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022


Name:                                   Darren Richman

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022


Name:                                   David Chene

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      08/25/2022