SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gelfand Jonathan

(Last) (First) (Middle)
C/O THE BEACHBODY COMPANY, INC.
3301 EXPOSITION BLVD.

(Street)
SANTA MONICA CA 90404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Forest Road Acquisition Corp. [ BODY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SEE REMARKS
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 06/25/2021 A(1) 83,637 A (1) 83,637 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OPTION (RIGHT TO BUY CLASS A COMMON STOCK) $0.79 06/25/2021 A(1) 794,677 (2) 09/30/2021 CLASS A COMMON STOCK 794,677 (2) 794,677 D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK) $1.58 06/25/2021 A(1) 317,868 (3) 10/27/2023 CLASS A COMMON STOCK 317,868 (3) 317,868 D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK) $1.72 06/25/2021 A(1) 291,619 (4) 09/29/2024 CLASS A COMMON STOCK 291,619 (4) 291,619 D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK) $1.7 06/25/2021 A(1) 83,991 (5) 02/29/2028 CLASS A COMMON STOCK 83,991 (5) 83,991 D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK) $2.52 06/25/2021 A(1) 117,588 (6) 06/15/2030 CLASS A COMMON STOCK 117,588 (6) 117,588 D
Explanation of Responses:
1. Represents the issuance of the Issuer's securities in exchange for securities of The Beachbody Company Group. LLC ("BB") pursuant to that certain 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 (the "Transaction").
2. Represents stock options issued in the Transaction in exchange for BB stock options granted October 1, 2011, which vest 25 % immediately on August 1, 2011 (the "Vesting Commencement") and vest 12.5% quarterly thereafter, subject to continued employment through the vest date.
3. Represents stock options issued in the Transaction in exchange for BB stock options granted October 28, 2013, which vest 25 % immediately on April 1, 2013 (the "Vesting Commencement") and vest 25% on the first 3 anniversaries of Vesting Commencement, subject to continued employment through the vest date.
4. Represents stock options issued in the Transaction in exchange for BB stock options granted September 30, 2014 (the "Vesting Commencement"), which vest 20% on the first 5 anniversaries of the Vesting Commencement.
5. Represents stock options issued in the Transaction in exchange for BB stock options granted March 1, 2018 (the "Vesting Commencement"), which vest 25% on the first 4 anniversaries of the Vesting Commencement.
6. Represents stock options issued in the Transaction in exchange for BB stock options granted June 16, 2020 (the "Vesting Commencement"), which vest 25% on the first 4 anniversaries of the Vesting Commencement.
Remarks:
Title: Chief Legal Officer and Senior VP, Business Development.
/s/ Jonathan Gelfand 06/29/2021
** 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 4 (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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