The Beachbody Company, Inc. Form 4 Beachbody / KATHY P VRABECK 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^*

VRABECK KATHY P

(Last)

(First)

(Middle)

C/O THE BEACHBODY COMPANY, INC.

400 CONTINENTAL BLVD., SUITE 400

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc. [ BODY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024

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

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

X	Form filed by One Reporting Person
	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)

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)
Stock Option (Right to Buy Class A Common Stock)	$17.35⁽²⁾	11/13/2024		D⁽¹⁾			4,630	⁽³⁾	07/01/2031	Class A Common Stock	4,630⁽²⁾	$0	0	D
Stock Option (Right to Buy Class A Common Stock)	$6.43⁽¹⁾	11/13/2024		A⁽¹⁾		4,630		⁽³⁾	07/01/2031	Class A Common Stock	4,630⁽²⁾	$0	4,630	D
Stock Option (Right to Buy Class A Common Stock)	$17.35⁽²⁾	11/13/2024		D⁽¹⁾			10,000	⁽⁴⁾	04/17/2032	Class A Common Stock	10,000⁽²⁾	$0	0	D
Stock Option (Right to Buy Class A Common Stock)	$6.43⁽¹⁾	11/13/2024		A⁽¹⁾		10,000		⁽⁴⁾	04/17/2032	Class A Common Stock	10,000⁽²⁾	$0	10,000	D
Stock Option (Right to Buy Class A Common Stock)	$17.35⁽²⁾	11/13/2024		D⁽¹⁾			5,000	⁽⁵⁾	05/14/2032	Class A Common Stock	5,000⁽²⁾	$0	0	D
Stock Option (Right to Buy Class A Common Stock)	$6.43⁽¹⁾	11/13/2024		A⁽¹⁾		5,000		⁽⁵⁾	05/14/2032	Class A Common Stock	5,000⁽²⁾	$0	5,000	D
Stock Option (Right to Buy Class A Common Stock)	$29.01⁽²⁾	11/13/2024		D⁽¹⁾			10,000	⁽⁶⁾	03/14/2033	Class A Common Stock	10,000⁽²⁾	$0	0	D
Stock Option (Right to Buy Class A Common Stock)	$6.43⁽¹⁾	11/13/2024		A⁽¹⁾		10,000		⁽⁶⁾	03/14/2033	Class A Common Stock	10,000⁽²⁾	$0	10,000	D

Explanation of Responses:

1. Represents a modification of certain outstanding stock options by the Company's board on September 19, 2024 to reprice the option exercise price, reflected herein as a cancellation of the old option (with an exercise price as shown) in exchange for a new option with an exercise price of $6.43, based on the closing price of the Company's common stock on the November 13, 2024 effective date of the repricing.

2. Reflects the total number of shares subject to the option and the exercise price after giving effect to the Company's 1-for-50 reverse stock split effective on November 21, 2023.

3. The stock options vest in increments of 25% per year on the first four anniversaries of April 26, 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 April 18, 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 May 15, 2022, subject to continued employment through the vest date.

6. The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date of March 15, 2023, subject to continued employment through the vest date.

	/s/ Jonathan Gelfand, Attorney-in-Fact for Kathy P. Vrabeck	11/15/2024
	** 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 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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The Beachbody Company, Inc. (BODI) Form 4Beachbody / KATHY P VRABECK ownership change