0000899243-22-037620.txt : 20221205 0000899243-22-037620.hdr.sgml : 20221205 20221205163053 ACCESSION NUMBER: 0000899243-22-037620 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210625 FILED AS OF DATE: 20221205 DATE AS OF CHANGE: 20221205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RPIII CORP AGGREGATOR LP CENTRAL INDEX KEY: 0001869830 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445351 BUSINESS ADDRESS: STREET 1: ATTN: LEGAL DEPT. STREET 2: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-603-5554 MAIL ADDRESS: STREET 1: ATTN: LEGAL DEPT. STREET 2: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raine Associates III Corp (AIV 2) GP LP CENTRAL INDEX KEY: 0001869808 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445350 BUSINESS ADDRESS: STREET 1: ATTN: LEGAL DEPT. STREET 2: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-603-5554 MAIL ADDRESS: STREET 1: ATTN: LEGAL DEPT. STREET 2: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RPIII RAINSANITY LP CENTRAL INDEX KEY: 0001869813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445353 BUSINESS ADDRESS: STREET 1: ATTN: LEGAL DEPT. STREET 2: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-603-5554 MAIL ADDRESS: STREET 1: ATTN: LEGAL DEPT. STREET 2: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RPIII Corp SPV Management LLC CENTRAL INDEX KEY: 0001956820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445352 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-603-5500 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raine Holdings LLC CENTRAL INDEX KEY: 0001887500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445347 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 874-0782 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raine Group LLC CENTRAL INDEX KEY: 0001887502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445348 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 874-0782 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raine Management LLC CENTRAL INDEX KEY: 0001956806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445349 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-603-5500 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Beachbody Company, Inc. CENTRAL INDEX KEY: 0001826889 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 CONTINENTAL BLVD STREET 2: SUITE 400 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3109850200 MAIL ADDRESS: STREET 1: 400 CONTINENTAL BLVD STREET 2: SUITE 400 CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: Forest Road Acquisition Corp. DATE OF NAME CHANGE: 20201001 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2021-06-25 2022-06-29 0 0001826889 Beachbody Company, Inc. BODY 0001869813 RPIII RAINSANITY LP C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001956820 RPIII Corp SPV Management LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001869830 RPIII CORP AGGREGATOR LP C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001869808 Raine Associates III Corp (AIV 2) GP LP C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001956806 Raine Management LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001887502 Raine Group LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001887500 Raine Holdings LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 CLASS A COMMON STOCK 33553362 I See footnotes CLASS A COMMON STOCK 3916084 I See footnote CLASS A COMMON STOCK 1014840 I See footnote CLASS A COMMON STOCK 676560 I See footnote Received pursuant to an Agreement and Plan of Merger, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., BB Merger Sub, LLC, MFH Merger Sub, LLC, The Beachbody Company Group, LLC, and Myx Fitness Holdings, LLC. These shares are held directly by RPIII Rainsanity LP ("Rainsanity"). The shares may also be deemed to be beneficially owned by RPIII Corp SPV Management LLC ("SPV Management") as Rainsanity's general partner, RPIII Corp Aggregator LP ("Corp Aggregator") as SPV Management's sole manager, Raine Associates III Corp (AIV 2) GP LP ("Raine Associates") as Corp Aggregator's general partner, 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. (Continued from footnote 2) The Reporting Persons disclaim beneficial ownership over shares held by 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. These shares were inadvertently omitted from the reporting persons' original Form 3 filed August 29, 2021. 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 LLC ("Raine Holdings") as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 1 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. 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 as RPIII Co-Invest 2'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 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. 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. 1. Exhibit List: Exhibit 24 - Power of Attorney 2. In addition to the explanation in footnote 4, this amended Form 3 is being filed to correct the inadvertent omission of the following reporting persons: RPIII Corp SPV Management LLC, Raine Management LLC, The Raine Group LLC, and Raine Holdings LLC from the reporting persons' original Form 3 filed August 29, 2021. RPIII Rainsanity LP, by /s/ Alfred J. Chianese, attorney-in-fact 2022-12-05 RPIII Corp SPV Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2022-12-05 RPIII Corp Aggregator LP, by /s/ Alfred J. Chianese, attorney-in-fact 2022-12-05 Raine Associates III Corp (AIV 2) GP LP, by /s/ Alfred J. Chianese, attorney-in-fact 2022-12-05 Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2022-12-05 The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2022-12-05 Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2022-12-05 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

       With respect to holdings of and transactions in securities issued by The
Beachbody Company, Inc. (the "Company"), the undersigned hereby constitutes and
appoints Jonathan Gelfand, Kush Desai, Sue Collyns, and Alfred J. Chianese, or
any of them signing singly, with full power of substitution and resubstitution,
to act as the undersigned's true and lawful attorney-in-fact to:

       1.   execute for and on behalf of the undersigned, Schedules 13D and 13G
            in accordance with Section 13 of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), and the rules thereunder, and

            Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act
            and the rules thereunder;

       2.   do and perform any and all acts for and on behalf of the undersigned

            which may be necessary or desirable to complete and execute any such

            Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any
            amendment or amendments thereto, and timely file such schedule or
            form with the SEC and any stock exchange or similar authority; and

       3.   take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by
            such attorney-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such terms

            and conditions as such attorney-in-fact may approve in such
            attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

       The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 30th day of November, 2022.




                                      RPIII RAINSANITY LP


                                      By: /s/ Alfred J. Chianese
                                      --------------------------
                                         Name: Alfred J. Chianese
                                         Title: Vice President

                                      RPIII CORP SPV MANAGEMENT LLC
                                      By: /s/ Alfred J. Chianese
                                      ---------------------------
                                         Name: Alfred J. Chianese
                                         Title: Vice President

                                      RPIII CORP AGGREGATOR LP
                                      By: /s/ Alfred J. Chianese
                                      --------------------------
                                         Name: Alfred J. Chianese
                                         Title: Vice President

                                      RAINE ASSOCIATES III CORP (AIV 2) GP LP
                                      By: /s/ Alfred J. Chianese
                                      --------------------------
                                         Name: Alfred J. Chianese
                                         Title: Vice President

                                      RAINE MANAGEMENT LLC
                                      By: /s/ Alfred J. Chianese
                                      --------------------------
                                         Name: Alfred J. Chianese
                                         Title: Vice President

                                      THE RAINE GROUP LLC
                                      By: /s/ Alfred J. Chianese
                                      --------------------------
                                         Name: Alfred J. Chianese
                                         Title: Vice President

                                      RAINE HOLDINGS LLC
                                      By: /s/ Brandon W. Gardner
                                      --------------------------
                                          Name: Brandon W. Gardner
                                          Title: President