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