0000899243-21-028972.txt : 20210720 0000899243-21-028972.hdr.sgml : 20210720 20210720132103 ACCESSION NUMBER: 0000899243-21-028972 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210719 FILED AS OF DATE: 20210720 DATE AS OF CHANGE: 20210720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis Investment Holdings LLC CENTRAL INDEX KEY: 0001854651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 211100232 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 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: 211100235 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 CAPITAL PARTNERS MASTER FUND LP CENTRAL INDEX KEY: 0001797635 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 211100234 BUSINESS ADDRESS: STREET 1: 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: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 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: 211100230 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 LLC CENTRAL INDEX KEY: 0001854812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 211100233 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: 211100229 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: 211100231 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 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 2021-07-19 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 0001797635 KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001854812 Kennedy Lewis GP LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001854651 Kennedy Lewis Investment Holdings LLC 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 Common Stock 2021-07-19 4 M 0 2109759 A 2109759 I See Footnotes Common Stock 2021-07-19 4 M 0 8169522 A 8169522 I See Footnotes Convertible Notes 2021-07-19 4 M 0 2109759 0.00 D Common Stock 2109759 0 I See Footnotes Convertible Notes 2021-07-19 4 M 0 8169522 0.00 D Common Stock 8169522 0 I See Footnotes These securities of F45 Training Holdings Inc. (the "Issuer") are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I"). 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"). 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. (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. (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. 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. 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. 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. Due to limitations of the electronic filing system, certain of the reporting persons, including KLM GP LLC, Kennedy Lewis Investment Management LLC, Darren Richman and David Chene, 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 MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2021-07-20 KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP, By: Kennedy Lewis GP LLC, its general partner, By: Kennedy Lewis Investment Holdings LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2021-07-20 KENNEDY LEWIS GP LLC, By: Kennedy Lewis Investment Holdings LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2021-07-20 KENNEDY LEWIS INVESTMENT HOLDINGS LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2021-07-20 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 2021-07-20 KENNEDY LEWIS GP II LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2021-07-20 KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2021-07-20 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 LP

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

Date of Event Requiring Statement:      07/19/2021


Name:                                   Kennedy Lewis GP LLC

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

Date of Event Requiring Statement:      07/19/2021


Name:                                   Kennedy Lewis Investment Holdings LLC

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

Date of Event Requiring Statement:      07/19/2021


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:      07/19/2021


Name:                                   Kennedy Lewis GP II LLC

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

Date of Event Requiring Statement:      07/19/2021


Name:                                   Kennedy Lewis Investment Holdings II LLC

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

Date of Event Requiring Statement:      07/19/2021