Michael Neimand Form 4 Forest Road Acquisition / Michael Neimand 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^*

Neimand Michael

(Last)

(First)

(Middle)

C/O THE BEACHBODY COMPANY, INC.

3301 EXPOSITION BLVD.

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Forest Road Acquisition Corp. [ BODY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

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)
OPTION (RIGHT TO BUY CLASS A COMMON STOCK)	$1.58	06/25/2021		A⁽¹⁾		158,932		⁽²⁾	10/27/2023	CLASS A COMMON STOCK	158,932	⁽²⁾	158,932	D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK)	$1.72	06/25/2021		A⁽¹⁾		583,239		⁽³⁾	10/27/2023	CLASS A COMMON STOCK	583,239	⁽³⁾	583,239	D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK)	$1.72	06/25/2021		A⁽¹⁾		437,429		⁽⁴⁾	09/29/2024	CLASS A COMMON STOCK	437,429	⁽⁴⁾	437,429	D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK)	$3.1	06/25/2021		A⁽¹⁾		223,979		⁽⁵⁾	03/27/2026	CLASS A COMMON STOCK	223,979	⁽⁵⁾	223,979	D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK)	$2.26	06/25/2021		A⁽¹⁾		335,967		⁽⁶⁾	07/31/2027	CLASS A COMMON STOCK	335,967	⁽⁶⁾	335,967	D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK)	$2.47	06/25/2021		A⁽¹⁾		167,983		⁽⁷⁾	05/05/2029	CLASS A COMMON STOCK	167,983	⁽⁷⁾	167,983	D

Explanation of Responses:

1. Represents the issuance of the Issuer's securities in exchange for securities of The Beachbody Company Group. LLC ("BB") pursuant to that certain Agreement and Plan of Merger, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., BB Merger Sub, LLC, MFH Merger Sub, LLC, The Beachbody Company Group, LLC, and Myx Fitness Holdings, LLC (the "Transaction").

2. Represents stock options issued in the Transaction in exchange for BB stock options granted October 28, 2013, which vest 25 % on April 1, 2013 (the "Vesting Commencement") and vest 25% on the first 3 anniversaries of Vesting Commencement, subject to continued employment through the vest date.

3. Represents stock options issued in the Transaction in exchange for BB stock options granted October 28, 2013, which vest 20% on the first 5 anniversaries of October 1, 2013, subject to continued employment through the vest date.

4. Represents stock options issued in the Transaction in exchange for BB stock options granted September 30, 2014 (the "Vesting Commencement"), which vest 20% on first 5 anniversaries of Vesting Commencement, subject to continued employment through the vest date.

5. Represents stock options issued in the Transaction in exchange for BB stock options granted March 28, 2016 (the "Vesting Commencement"), which vest 20% on the first 5 anniversaries of the Vesting Commencement.

6. Represents stock options issued in the Transaction in exchange for BB stock options granted August 1, 2017 (the "Vesting Commencement"), which vest 20% immediately and vest 20% on the first four anniversaries of the Vesting Commencement.

7. Represents stock options issued in the Transaction in exchange for BB stock options granted May 6, 2019, which vest 20% on first five anniversaries of December 14, 2018, subject to continued employment through the vest date.

Remarks:

	/s/ Jonathan Gelfand, Attorney-in-Fact for Michael Neimand	06/29/2021
	** 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).
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.

Michael Neimand Form 4Forest Road Acquisition / Michael Neimand ownership change