Statement of Changes in Beneficial Ownership (4)
June 30 2021 - 3:55PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Gifford Robert K |
2. Issuer Name and Ticker or Trading Symbol
Forest Road Acquisition Corp.
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BODY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O THE BEACHBODY COMPANY, INC., 3301 EXPOSITION BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/25/2021 |
(Street)
SANTA MONICA, CA 90404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $2.26 | 6/25/2021 | | A (1) | | 1679837 | | (2) | 3/5/2027 | CLASS A COMMON STOCK | 1679837 | (2) | 1679837 | D | |
OPTION (RIGHT TO BUY CLASS A COMMON STOCK) | $2.52 | 6/25/2021 | | A (1) | | 167983 | | (3) | 6/15/2030 | CLASS A COMMON STOCK | 167983 | (3) | 167983 | 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 on March 6, 2017 (the "Vesting Commencement"), which vest 20% on first 5 anniversaries of Vesting Commencement, subject to continued employment through the vest date. |
(3) | Represents stock options issued in the Transaction in exchange for BB stock options granted on June 16, 2020 (the Vesting Commencement"), which vest 25% on first 4 anniversaries of Vesting Commencement, subject to continued employment through the vest date. |
Remarks: PRESIDENT & CHIEF OPERATING OFFICER |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gifford Robert K C/O THE BEACHBODY COMPANY, INC. 3301 EXPOSITION BLVD. SANTA MONICA, CA 90404 |
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| See Remarks |
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Signatures
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/s/ Jonathan Gelfand, Attorney-in-Fact for Robert Gifford | | 6/29/2021 |
**Signature of Reporting Person | Date |
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