Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power:

0

Shared voting power:

671,067

Sole dispositive power:

0

Shared dispositive power:

671,067

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

The Beachbody Company, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

073463309

(CUSIP Number)

Alfred J. Chianese, Esq.

The Raine Group LLC

65 East 55th Street, 24th Floor

New York, NY 10022

(212) 603-5554

with a copy to:

Stephen B. Amdur

Pillsbury Winthrop Shaw Pittman LLP

31 West 52nd Street

New York, NY 10019

(212) 858-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 24, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 073463309		Schedule 13D		Page 1 of 11


(1)		Names of reporting persons RPIII Rainsanity LP
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions): OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware, USA


CUSIP No. 073463309		Schedule 13D		Page 2 of 11


(1)		Names of reporting persons RPIII Rainsanity Co-Invest 1 LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions): OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware, USA


CUSIP No. 073463309		Schedule 13D		Page 3 of 11


(1)		Names of reporting persons RPIII Corp SPV Management LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions): OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware, USA


CUSIP No. 073463309		Schedule 13D		Page 4 of 11


(1)		Names of reporting persons RPIII Corp Aggregator LP
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions): OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware, USA


CUSIP No. 073463309		Schedule 13D		Page 5 of 11


(1)		Names of reporting persons Raine Associates III Corp (AIV 2) GP LP
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions): OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Cayman Islands


CUSIP No. 073463309		Schedule 13D		Page 6 of 11


(1)		Names of reporting persons Raine Management LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions): OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware, USA


CUSIP No. 073463309		Schedule 13D		Page 7 of 11


(1)		Names of reporting persons The Raine Group LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions): OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware, USA


CUSIP No. 073463309		Schedule 13D		Page 8 of 11


(1)		Names of reporting persons Raine Holdings LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
(3)		SEC use only
(4)		Source of funds (see instructions): OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware, USA


CUSIP No. 073463309		Schedule 13D		Page 9 of 11

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed on July 6, 2021, as amended (the “Original Schedule 13D”). The Original Schedule 13D and this Amendment No. 2 are collectively referred to herein as the “Schedule 13D”. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings given to them in the Original Schedule 13D. The Original Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented with the following:

Reverse Stock Split

On November 21, 2023, the Company effected a 1-for-50 reverse stock split (the “Reverse Stock Split”) of all issued and outstanding shares of the Company’s common stock. As a result of the Reverse Stock Split, every 50 outstanding shares of Class A Common Stock before the Reverse Stock Split represents one share of Class A Common Stock after the Reverse Stock Split.

Item 5. Interest in Securities of the Issuer.

(a), (b) The responses of the Reporting Persons with respect to Rows 7 through 13 of the respective cover pages of the individual Reporting Persons to this Schedule 13D are incorporated herein by reference.

The Reporting Persons’ aggregate percentage of beneficial ownership is approximately 18.4% of the outstanding shares of the Class A Common Stock. Calculations of the percentage of the shares of Class A Common Stock beneficially owned assumes 4,101,477 shares of Class A Common Stock outstanding, based on information included in the Issuer’s Registration Statement on Form S-1 filed on January 24, 2024.

John S. Salter has received and may continue to receive customary grants of equity for his service as a director of the Issuer, payable in the form of stock options or restricted stock units. Mr. Salter has assigned all rights, title, and interest in a portion of such equity to Raine Group or its affiliates and are attributed to Raine Group and Raine Holdings, which amount includes 4,331 RSUs that have been granted to Mr. Salter and vested or will vest within 60 days.


Reporting Person	Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition		Percent of Class
Raine Holdings LLC		0		753,719		0		753,719		18.4	%
The Raine Group LLC		0		753,719		0		753,719		18.4	%
Raine Management LLC		0		749,388		0		749,388		18.3	%
Raine Associates III Corp (AIV 2) GP LP (Cayman)		0		749,388		0		749,388		18.3	%
RPIII Corp Aggregator LP		0		671,067		0		671,067		16.4	%
RPIII Corp SPV Management LLC		0		671,067		0		671,067		16.4	%
RPIII Rainsanity LP		0		671,067		0		671,067		16.4	%
RPIII Rainsanity Co-Invest 1 LLC		0		78,321		0		78,321		1.9	%

Rainsanity is the record holder of 671,067 shares of Class A Common Stock, RPIII Co-Invest 1 is the record holder of 78,321 shares of Class A Common Stock, and John Salter is the record holder of 4,331 RSUs convertible into Class A Common Stock within 60 days and that have been assigned to Raine Group (Rainsanity, RPIII Co-Invest I, and John Salter are collectively referred to herein as the “Record Holders”). SPV Management is the general partner of Rainsanity. Corp Aggregator is the sole manager of SPV Management. Raine Associates is the general partner of Corp Aggregator and RPIII Co-Invest 1’s manager. Raine Management is the general partner of Raine Associates. Raine Group is the manager of Raine Management. John Salter has assigned his entire interest in the 4,331 RSUs convertible into Class A Common Stock to Raine Group. Raine Holdings is the majority member of Raine Group. Accordingly, each of Raine Group and Raine Holdings may be deemed to beneficially own the shares of Class A Common Stock held of record by the Record Holders, each of Raine Associates and Raine Management may be deemed to beneficially own the shares of Class A Common Stock held by Rainsanity and RPIII Co-Invest 1, and SPV Management and Corp Aggregator may be deemed to beneficially own the shares of Class A Common Stock held of record by Rainsanity.


CUSIP No. 073463309		Schedule 13D		Page 10 of 11

Each of the Reporting Persons expressly disclaims beneficial ownership of all of the shares of Class A Common Stock included in this Schedule 13D, other than the shares of Class A Common Stock held of record by such Reporting Person, and the filing of this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of sections 13(d) or 13(g) of the Act the beneficial owner of any securities covered by this Schedule 13D.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best of its knowledge, any of the Covered Persons has engaged in any transaction with respect to the Class A Common Stock during the sixty days prior to the date of filing of this Amendment No. 2.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons.

(e) None.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented with the following:

Lock-Up Agreements

In connection with the Issuer’s entrance into a securities purchase agreement dated as of December 10, 2023 (the “Securities Purchase Agreement”), on December 10, 2023 each of Rainsanity and RPIII Co-Invest 1 entered into a lock-up agreement (the “Lock-up Agreements”) with the Issuer which each of Rainsanity and RPIII Co-Invest 1, subject to certain exceptions, for a period of 90 days after the closing date of the transaction(s) contemplated by the Securities Purchase Agreement will not, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position, with respect to, any shares of Class A Common Stock or securities convertible, exchangeable or exercisable into, shares of Class A Common Stock beneficially owned, held or acquired by Rainsanity or RPIII Co-Invest 1, as applicable.

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreements, a copy of which is filed as Exhibit 99.2 and 99.3 to this Amendment No. 2 and is incorporated by reference in its entirety into this Item 6.

Item 7. Materials to be Filed as Exhibits.


Exhibit No.		Description

Exhibit 99.2		Lock-up Agreement by and between the Issuer and RPIII Rainsanity LP.

Exhibit 99.3		Lock-up Agreement by and between the Issuer and RPIII Rainsanity Co-Invest 1 LLC.


CUSIP No. 073463309		Schedule 13D		Page 11 of 11

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Dated: March 4, 2024


RPIII RAINSANITY LP

By:		/s/ Alfred J. Chianese
		Name: Alfred J. Chianese
		Title: Attorney-in-fact


RPIII RAINSANITY CO-INVEST 1 LLC

By:		/s/ Alfred J. Chianese
		Name: Alfred J. Chianese
		Title: Attorney-in-fact


RPIII CORP SPV MANAGEMENT LLC

By:		/s/ Alfred J. Chianese
		Name: Alfred J. Chianese
		Title: Attorney-in-fact


RPIII CORP AGGREGATOR LP

By:		/s/ Alfred J. Chianese
		Name: Alfred J. Chianese
		Title: Attorney-in-fact


RAINE ASSOCIATES III CORP (AIV 2) GP LP

By:		/s/ Alfred J. Chianese
		Name: Alfred J. Chianese
		Title: Attorney-in-fact


RAINE MANAGEMENT LLC

By:		/s/ Alfred J. Chianese
		Name: Alfred J. Chianese
		Title: Attorney-in-fact


THE RAINE GROUP LLC

By:		/s/ Alfred J. Chianese
		Name: Alfred J. Chianese
		Title: Attorney-in-fact


RAINE HOLDINGS LLC

By:		/s/ Alfred J. Chianese
		Name: Alfred J. Chianese
		Title: Attorney-in-fact

Exhibit 99.2

LOCK-UP AGREEMENT

December 10, 2023

Re:

Securities Purchase Agreement, dated as of December 10, 2023 (the “Purchase Agreement”), between The Beachbody Company, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until 90 days after the Closing Date (such period, the “Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value, (3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:

as a bona fide gift or gifts;

ii)

to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

iii)

to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;

iv)

if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned;

if the undersigned is a trust, to the beneficiary of such trust;

vi)

by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or

vii)

in connection with the conversion or reclassification of the outstanding capital stock of the Company as described in the registration statement on Form S-3 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on October 2, 2023 (Registration No. 333-274828) (including, for the avoidance of doubt, the undersigned’s voluntary conversion of Class X common stock, par value $0.0001 per share, into Class A common stock, par value $0.0001 per share), provided that any such shares of Common Stock received upon such conversion or reclassification shall remain subject to the provisions of this Letter Agreement; or

viii)

of securities purchased in open market transactions after the Closing Date.

In addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned upon (i) exercise any options or vesting of restricted stock units or other equity awards granted under any employee benefit plan of the Company; provided that any shares of Common Stock or Securities acquired in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants; provided that such shares of Common Stock delivered to the undersigned in connection with such exercise are subject to the restrictions set forth in this Letter Agreement.

Furthermore, the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory authority, is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of shares of Common Stock are made pursuant to such plan during the Restriction Period.

The undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Company to complete the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.

This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship between the undersigned and any Purchaser and that no Purchaser is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended by virtue of this Letter Agreement.

This Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Company. This Letter Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

*** SIGNATURE PAGE FOLLOWS***

This Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


RPIII RAINSANITY LP
By: RPIII Corp SPV Management LLC, its general partner

By:		/s/ A.J. Chianese
		Signature

A.J. Chianese

Print Name

Vice President

Position in Company, if any

Address for Notice:

65 East 55th Street, 24^thFloor

New York, NY 10019

By signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.


THE BEACHBODY COMPANY, INC.

By:		/s/ Carl Daikeler
Name:		Carl Daikeler
Title:		CEO

Exhibit 99.3