SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Forest Road Acquisition Sponsor II LLC

(Last) (First) (Middle)
C/O FOREST ROAD ACQUISITION CORP. II
1177 AVENUE OF THE AMERICAS, 5TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2021
3. Issuer Name and Ticker or Trading Symbol
Forest Road Acquisition Corp. II [ FRXB.U ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 8,768,750(2) (1) D
1. Name and Address of Reporting Person*
Forest Road Acquisition Sponsor II LLC

(Last) (First) (Middle)
C/O FOREST ROAD ACQUISITION CORP. II
1177 AVENUE OF THE AMERICAS, 5TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TK Road, LLC

(Last) (First) (Middle)
C/O FOREST ROAD ACQUISITION CORP. II
1177 AVENUE OF THE AMERICAS, 5TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-252274) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock upon the consummation of the issuer's initial business combination on a one-for-one basis, adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
2. Forest Road Acquisition Sponsor II LLC (the "Sponsor") is the record holder of the shares of Class B common stock reported herein. TK Road LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held of record by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
/s/ Idan Shani, as Manager of TK Road LLC 03/09/2021
/s/ Idan Shani, as Manager of TK Road LLC, the Managing Member of Forest Road Acquisition Sponsor II LLC 03/09/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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