Initial Statement of Beneficial Ownership (3)
December 03 2021 - 5:15PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Kennedy Lewis Capital Partners Master Fund III LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/29/2021
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3. Issuer Name and Ticker or Trading Symbol
F45 Training Holdings Inc. [FXLV]
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(Last)
(First)
(Middle)
111 WEST 33RD STREET, SUITE 1910 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10120
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
No securities are beneficially owned | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
Remarks: The general partner of Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III") is Kennedy Lewis GP III LLC ("Fund III GP"). Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund III GP. David Chene and Darren Richman are the managing members of Holdings II. David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund III due to their relationship with Master Fund III. Kennedy Lewis Management LP (the "Adviser") acts as an investment adviser to Master Fund III. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Mr. Richman serves on the Board of Directors of F45 Training Holdings Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Richman are deemed directors by deputization of the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kennedy Lewis Capital Partners Master Fund III LP 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 | X | X |
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Kennedy Lewis GP III LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK, NY 10120 | X | X |
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Signatures
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KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person | | 12/3/2021 |
**Signature of Reporting Person | Date |
KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person | | 12/3/2021 |
**Signature of Reporting Person | Date |
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