0000899243-22-037624.txt : 20221205 0000899243-22-037624.hdr.sgml : 20221205 20221205163055 ACCESSION NUMBER: 0000899243-22-037624 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210827 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445358 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445357 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445360 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445359 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445354 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445355 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39735 FILM NUMBER: 221445356 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-27 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 2022-01-19 4 J 0 1014840 0.00 D 0 I See footnote CLASS A COMMON STOCK 2022-01-19 4 J 0 676560 0.00 D 0 I See footnote CLASS A COMMON STOCK 2022-05-10 4 A 0 190476 0.00 A 190476 I See footnotes CLASS A COMMON STOCK 2022-05-10 4 M 0 26075 0.00 A 216551 I See footnotes CLASS A COMMON STOCK 33553362 I See footnote CLASS A COMMON STOCK 3916084 I See footnote RESTRICTED STOCK UNITS 2021-08-27 4 A 0 26075 0.00 A CLASS A COMMON STOCK 26075 26075 I See footnotes RESTRICTED STOCK UNITS 2022-05-10 4 M 0 26075 0.00 D 2022-05-10 CLASS A COMMON STOCK 26075 0 I See footnotes The recordholder distributed these shares to its limited partners on a pro rata basis, for no consideration. 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 III Corp (AIV 2) GP LP ("Raine Associates") as RPIII Co-Invest 2's manager, 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. 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. Represents a grant of restricted stock units ("RSUs") which convert into shares of Class A Common Stock on a one-for-one basis. The RSUs vest on the earlier to occur of (i) May 10, 2023 and (ii) the date of the next annual meeting following the grant date, subject to continued service with The Beachbody Company, Inc. (the "Company") through such date. These shares are held of record by John Salter, a member of the board of directors ("Board") of the Company. Mr. Salter is a partner of Raine Holdings, which is the majority member of Raine Group, which is the manager of Raine Management, which is the general partner of Raine Associates, which is the general partner of RPIII Corp Aggregator LP ("Corp Aggregator"), which is the sole manager of RPIII Corp SPV Management LLC ("SPV Management"), which is the general partner of RPIII Rainsanity LP ("RPIII Rainsanity"), and by virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Salter. (Continued from Footnote 5) The Reporting Persons disclaim beneficial ownership over shares held by Mr. Salter 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. The shares may also be deemed to be beneficially owned by SPV Management, as RPIII Rainsanity's general partner, Corp Aggregator as SPV Management's sole manager, Raine Associates as Corp Aggregator's general partner, 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 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 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 as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII 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. The RSUs convert into shares of Class A Common Stock on a one-for-one basis upon vesting, and have no expiration date. On August 27, 2021 Mr. Salter was granted 26,075 RSUs, which vest on the date of the 2022 Annual Meeting of Stockholders of the Company, contingent upon Mr. Salter's continued service as a member of the Company's Board through such time. 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