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| CUSIP No. 073463309 |
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13D |
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Page 2 of 4 Pages |
Amendment No. 2 to Schedule 13D
This Amendment Number 2 (this “Amendment”) amends the statement on Schedule 13D initially filed with the United States
Securities and Exchange Commission (the “SEC”) by Jonathan Congdon on July 8, 2021, as previously amended on February 28, 2024 (as amended, the “Schedule 13D”), with respect to the Class A Common
Stock, par value $0.0001 per share (the “Class A Common Stock”), of The Beachbody Company, Inc., a Delaware corporation (the “Issuer”).
This Amendment is being filed to report and reflect a reduction in the beneficial ownership of the Issuer’s capital stock primarily in
connection with sales of shares of Class A Common Stock.
This Amendment amends and supplements the Schedule 13D as set forth herein.
Except as expressly provided herein, all Items of the Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to them in the Schedule 13D. Information given in response to each
item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| (a) |
This Amendment is filed by Jonathan Congdon (the “Reporting Person”). |
| (b) |
The business address of the Reporting Persons is Jonathan Congdon, c/o Rockefeller Capital Management, 321
Broadway, Suite 300 Saratoga Springs, NY 12866-4110. |
| (c) |
The Reporting Person is currently the Chief Executive Officer of Multi Sensory Technologies, LLC, a furniture
manufacturing company that utilizes vibro-acoustic technology, with an address of c/o Jonathan Congdon, Rockefeller Capital Management, 321 Broadway, Suite 300 Saratoga Springs, NY 12866-4110. This Amendment further confirms that effective
November 15, 2021, the Reporting Person ceased to be the Chief Executive Officer of Openfit, a subsidiary of the Issuer, and ceased to be Vice Chairman of the Issuer, and retired from employment with the Issuer, effective December 31,
2022. |
| (d) |
Within the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| (e) |
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities
laws or finding any violations with respect to such laws. |
| (f) |
The Reporting Person is a citizen of the United States. |
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The Reporting Person beneficially owns 285,195 shares of the Class A Common Stock, or approximately 6.95% of the outstanding shares of
Class A Common Stock. This percentage is based on 4,101,895 shares of Class A Common Stock outstanding on March 3, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K filed on
March 11, 2024.
(b) The Reporting Person has the sole power to vote and dispose, or direct the disposition, of 285,195 shares of the
Class A Common Stock.
(c) The Reporting Person has not engaged in any transaction with respect to the Class A Common Stock or
Class X Common Stock during the sixty days prior to the date of filing of this Amendment, other than sales in open market transactions set forth below:
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| Date |
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Number of Shares of
Class A Common Stock |
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Price
per
share |
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| March 7, 2024 |
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1,494 |
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$ |
10.03 |
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| March 12, 2024 |
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100 |
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$ |
10.75 |
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| March 12, 2024 |
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9,187 |
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$ |
10.54 |
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| March 12, 2024 |
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9,720 |
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$ |
10.42 |
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| March 14, 2024 |
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6,366 |
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$ |
9.54 |
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| March 20, 2024 |
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5,354 |
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$ |
9.01 |
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| March 21, 2024 |
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14,646 |
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$ |
9.47 |
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