| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/15/2024 |
3. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc. [ BODI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) |
| CLASS A COMMON STOCK(1) | 53,067 | D | |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 | ||||
| Option (Right to Buy Class A Common Stock) | (2) | 06/15/2030 | Class A Common Stock | 1,558 | 17.35 | D | |
| Option (Right to Buy Class A Common Stock) | (3) | 07/01/2031 | Class A Common Stock | 671 | 17.35 | D | |
| Option (Right to Buy Class A Common Stock) | (4) | 05/14/2032 | Class A Common Stock | 3,000 | 17.35 | D | |
| Option (Right to Buy Class A Common Stock) | (5) | 10/14/2033 | Class A Common Stock | 1,600 | 15 | D | |
| Explanation of Responses: |
| 1. Includes 5,550 shares subject to restricted stock units that vest as to 150 shares on each of July 15, 2025 and 2026, and as to 1,750 on each of March 15, 2025, 2026 and 2027, subject to continued employment through the vest date. |
| 2. The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date of June 16, 2020, subject to continued employment through the vest date. |
| 3. The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date of July 2, 2021, subject to continued employment through the vest date. |
| 4. The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date of May 15, 2022, subject to continued employment through the vest date. |
| 5. The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date of October 15, 2023, subject to continued employment through the vest date. |
| Remarks: |
| Interim Chief Financial Officer Exhibit List: Exhibit 24.1 - Power of Attorney |
| /s/ Jonathan Gelfand, as Attorney-in-Fact, for Bradley Ramberg | 08/16/2024 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
