Kennedy Lewis Management Form 4 F45 Training / Darren Richman ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KENNEDY LEWIS MANAGEMENT LP

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
F45 Training Holdings Inc. [ FXLV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2022		P		222,811	A	$2.1913⁽¹⁾	8,495,343	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/18/2022		P		317,943	A	$2.1913⁽¹⁾	464,933	I	See Footnotes⁽⁷⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/19/2022		P		276,872	A	$2.1214⁽⁸⁾	8,772,215	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/19/2022		P		395,086	A	$2.1214⁽⁸⁾	860,019	I	See Footnotes⁽⁷⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock								2,109,759	I	See Footnotes⁽³⁾⁽⁶⁾⁽⁹⁾⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

KENNEDY LEWIS MANAGEMENT LP

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kennedy Lewis Capital Partners Master Fund II LP

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kennedy Lewis GP II LLC

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kennedy Lewis Investment Holdings II LLC

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kennedy Lewis Capital Partners Master Fund III LP

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kennedy Lewis GP III LLC

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KENNEDY LEWIS INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KLM GP LLC

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Richman Darren

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CHENE DAVID

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were purchased in multiple transactions at prices ranging from $2.045 to $2.30, inclusive. The reporting persons undertake to provide to F45 Training Holdings Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (8) to this Form 4.

2. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund III and Master Fund I, as defined below, the "Funds").

3. Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. 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. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds.

4. Kennedy Lewis GP II LLC ("Fund II GP") is the general partner of Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund II due to their relationship with Master Fund II. Kennedy Lewis GP III LLC ("Fund III GP") is the general partner of Master Fund III. Holdings II is the managing member of Fund III GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund III GP and 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.

5. (Continued from footnote 4) 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 each of the Funds due to their relationships with the Funds.

6. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, Kennedy Lewis GP LLC ("Fund I GP"), Kennedy Lewis Investment Holdings LLC ("Holdings"), David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, Fund I GP, Holdings, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

7. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III").

8. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were purchased in multiple transactions at prices ranging from $2.075 to $2.24, inclusive.

9. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I").

10. Fund I GP is the general partner of Master Fund I. Holdings is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings. David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund I due to their relationships with Master Fund I.

Remarks:

Darren Richman, a managing member of each of Kennedy Lewis Investment Management LLC and Kennedy Lewis Investment Holdings II LLC, 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.

	KENNEDY LEWIS MANAGEMENT LP By: KLM GP LLC, its general partner Name: /s/ Anthony Pasqua Title: Chief Operating Officer	08/22/2022
	KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP By: Kennedy Lewis GP II LLC, its general partner By: Kennedy Lewis Investment Holdings II LLC, its managing member Name: /s/ Anthony Pasqua Title: Authorized Person	08/22/2022
	KENNEDY LEWIS GP II LLC By: Kennedy Lewis Investment Holdings II LLC, its managing member Name: /s/ Anthony Pasqua Title: Authorized Person	08/22/2022
	KENNEDY LEWIS INVESTMENT HOLDINGS II LLC Name: /s/ Anthony Pasqua Title: Authorized Person	08/22/2022
	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	08/22/2022
	KENNEDY LEWIS GP III LLC By: Kennedy Lewis Investment Holdings II LLC, its managing member Name: /s/ Anthony Pasqua Title: Authorized Person	08/22/2022
	KENNEDY LEWIS INVESTMENT MANAGEMENT LLC Name: /s/ Anthony Pasqua Title: Chief Operating Officer	08/22/2022
	KLM GP LLC Name: /s/ Anthony Pasqua Title: Authorized Person	08/22/2022
	/s/ Darren Richman	08/22/2022
	/s/ David Chene	08/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Kennedy Lewis Management Form 4F45 Training / Darren Richman ownership change