X0306 4 2021-11-29 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 Common Stock 2021-11-29 4 P 0 51505 10.73 A 8221027 I See Footnotes Common Stock 2021-11-29 4 P 0 73495 10.73 A 73495 I See Footnotes Common Stock 2021-11-30 4 P 0 51505 10.44 A 8272532 I See Footnotes Common Stock 2021-11-30 4 P 0 73495 10.44 A 146990 I See Footnotes Common Stock 2109759 I See Footnotes These securities of F45 Training Holdings Inc. (the "Issuer") are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II"). 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"). 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 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, 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. 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. 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. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I"). 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. 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 2021-12-01 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 2021-12-01 KENNEDY LEWIS GP II LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2021-12-01 KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2021-12-01