SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
F45 Training Holdings Inc. [ FXLV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/19/2021 M(7) 2,109,759 A (7) 2,109,759 I See Footnotes(1)(3)(4)(5)(6)
Common Stock 07/19/2021 M(8) 8,169,522 A (8) 8,169,522 I See Footnotes(2)(3)(4)(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Notes (7) 07/19/2021 M(7) 2,109,759(7) (7) (7) Common Stock 2,109,759(7) $0.00 0 I See Footnotes(1)(3)(4)(5)(6)
Convertible Notes (8) 07/19/2021 M(8) 8,169,522(8) (8) (8) Common Stock 8,169,522(8) $0.00 0 I See Footnotes(2)(3)(4)(5)(6)
1. Name and Address of Reporting Person*
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KLM GP LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Richman Darren

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHENE DAVID

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
Explanation of Responses:
1. These securities of F45 Training Holdings Inc. (the "Issuer") are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I").
2. 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 I, the "Funds").
3. 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 LLC ("Fund I GP") is the general partner of Master Fund I. Kennedy Lewis Investment Holdings LLC ("Holdings I") is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings I.
4. (Continued from footnote 3) Each of Fund I GP and Holdings I 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 I due to their relationship with Master Fund I. 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 held by Master Fund II due to their relationship with Master Fund II.
5. (Continued from footnote 4) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of each of Holdings I 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 each of the Funds due to their relationships with the Funds.
6. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, 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 I GP, Holdings I, Fund II GP, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
7. On July 19, 2021, immediately prior to the consummation of the Issuer's initial public offering of Common Stock, approximately $14.2 million principal amount of the Issuer's convertible notes ("Convertible Notes") held directly by Master Fund I automatically converted into 2,109,759 shares of Common Stock. Such Convertible Notes were presently convertible and would automatically convert into 2,109,759 shares of the Issuer's Common Stock immediately prior to the consummation of the Issuer's initial public offering of Common Stock. The Convertible Notes would have matured five years after the initial October 6, 2020 issuance date.
8. On July 19, 2021, immediately prior to the consummation of the Issuer's initial public offering of Common Stock, approximately $55.0 million principal amount of Convertible Notes held directly by Master Fund II automatically converted into 8,169,522 shares of Common Stock. Such Convertible Notes were presently convertible and would automatically convert into 8,169,522 shares of the Issuer's Common Stock immediately prior to the consummation of the Issuer's initial public offering of Common Stock. The Convertible Notes would have matured five years after the initial October 6, 2020 issuance date.
Remarks:
Due to limitations of the electronic filing system, certain of the reporting persons, including Kennedy Lewis Management LP, Kennedy Lewis Capital Partners Master Fund LP, Kennedy Lewis GP LLC, Kennedy Lewis Investment Holdings LLC, Kennedy Lewis Capital Partners Master Fund II LP, Kennedy Lewis GP II LLC, and Kennedy Lewis Investment Holdings II LLC, are filing a separate Form 4. 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 INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 07/20/2021
KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 07/20/2021
DARREN RICHMAN, Name: /s/ Darren Richman 07/20/2021
DAVID CHENE, Name: /s/ David Chene 07/20/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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