Statement of Changes in Beneficial Ownership (4)
July 16 2021 - 5:17PM
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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3235-0287
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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
*
Tarica Zachary |
2. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc.
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BODY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FOREST ROAD ACQUISITION SPONSOR LLC, 1177 AVENUE OF THE AMERICAS, 5TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/25/2021 |
(Street)
NEW YORK, NY 10036
(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)
___ Form filed by One Reporting Person
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X
_ 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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Class A Common Stock | 6/25/2021 | | M(1) | | 7500000 | A | $0 | 7500000 | I | see footnote (3) |
Class A Common Stock | 7/16/2021 | | J(2) | | 7500000 | D | $0 | 0 | I | see footnote (3) |
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 |
Class B Common Stock | (1) | 6/25/2021 | | M | | | 7500000 | (1) | (1) | Class A Common Stock | 7500000 | $0 | 0 | I | See footnote (3) |
Warrant | $11.50 | 6/25/2021 | | A (4) | | 5333333 | | 11/30/2021 | 6/25/2026 | Class A Common Stock | 5333333 | $1.50 | 5333333 | I | See footnote (3) |
Warrant | $11.50 | 7/16/2021 | | J (2) | | | 5333333 | 11/30/2021 | 6/25/2026 | Class A Common Stock | 5333333 | $0 | 0 | I | See footnote (3) |
Explanation of Responses: |
(1) | As described in the registrant's registration statement on Form S-1 (File No. 333-249385) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically converted into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, and have no expiration date. |
(2) | Represents the pro rata distribution of the shares of Class A common stock and warrants of the registrant held by Forest Road Acquisition Sponsor LLC (the "Sponsor") to its members or their permitted transferees. |
(3) | The Forest Road Company, LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. Zachary Tarica is the Chief Executive Officer of The Forest Road Company, LLC. By virtue of these relationships, Mr. Tarica may be deemed to have beneficial ownership of the securities held by the Sponsor. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(4) | The Sponsor acquired these warrants for a purchase price of $1.50 per warrant in connection with the IPO. The warrants could only become eligible for exercise upon consummation of the registrant's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the registrant's initial business combination. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tarica Zachary C/O FOREST ROAD ACQUISITION SPONSOR LLC 1177 AVENUE OF THE AMERICAS, 5TH FLOOR NEW YORK, NY 10036 |
| X |
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Forest Road Acquisition Sponsor LLC C/O FOREST ROAD ACQUISITION SPONSOR LLC 1177 AVENUE OF THE AMERICAS, 5TH FLOOR NEW YORK, NY 10036 |
| X |
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Forest Road Company, LLC C/O FOREST ROAD ACQUISITION SPONSOR LLC 1177 AVENUE OF THE AMERICAS, 5TH FLOOR NEW YORK, NY 10036 |
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Signatures
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/s/ Zachary Tarica | | 7/16/2021 |
**Signature of Reporting Person | Date |
/s/ Zachary Tarica, as the Chief Executive Officer of The Forest Road Company, LLC, the Managing Member of Forest Road Acquisition Sponsor LLC | | 7/16/2021 |
**Signature of Reporting Person | Date |
/s/ Zachary Tarica, as the Chief Executive Officer of The Forest Road Company, LLC | | 7/16/2021 |
**Signature of Reporting Person | Date |
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