UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Beachbody Company, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
34619R102
(CUSIP Number)
Carl Daikeler
c/o The Beachbody Company, Inc.
400 Continental Blvd., Suite 400
El Segundo, CA 90245
Copy to:
Steven B. Stokdyk, Esq.
Latham & Watkins LLP
10250 Constellation Blvd., Suite 1100
Los Angeles, CA 90067
Telephone: (213) 891-7421
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 28, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.: 34619R102
| 1. | Name of Reporting Person:
Carl Daikeler | |||||
| 2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only:
| |||||
| 4. | Source of Funds:
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| 6. | Citizenship or Place of Organization:
USA | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
| 7. | Sole Voting Power:
137,101,536 (1) | ||||
| 8. | Shared Voting Power:
0 | |||||
| 9. | Sole Dispositive Power:
137,101,536 (1) | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
137,101,536 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
44.1% beneficial ownership of the Class A Common Stock and 94.6% of the Class X Common Stock (2) | |||||
| 14. | Type of Reporting Person:
IN | |||||
| (1) | Represents 3,199,946 shares of Class A Common Stock, 133,649,614 shares of Class X Common Stock, and 251,976 stock options to acquire shares of Class A Common Stock that vest within 60 days of the date hereof. Each share of Class X Common Stock entitles the holder to 10 votes per share. Each share of Class X Common Stock is convertible to one share of Class A Common Stock at the option of Mr. Daikeler (the “Reporting Person”), and will be automatically converted to one share of Class A Common Stock pursuant to the Issuer’s charter upon the earlier of (a) the date the Reporting Person is no longer providing services to the Company as a senior executive officer or director of the Company, or (b) the date on which the holders of Class X Common Stock as of the Closing Date have sold 75% of their shares (other than pursuant to certain permitted transfers). |
| (2) | Class A Common Stock percentage is based on 177,004,131 outstanding shares of Class A Common Stock and 133,649,614 outstanding shares of Class X Common Stock, each on April 3, 2023, as set forth in the Issuer’s Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission (“SEC”) on April 28, 2023, and also includes the 251,976 shares of Class A Common Stock subject to options that vest within 60 days of the date hereof. The Class X Common Stock percentage is based on 141,250,310 outstanding shares of Class X Common Stock. The Reporting Person’s voting power is 84.3%. |
This Amendment No. 2 amends and supplements Schedule 13D originally filed with the SEC on July 8, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on June 2, 2022 (collectively, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) The Reporting Person beneficially owns 137,101,536 shares of Class A Common Stock (which includes 3,199,946 shares of Class A Common Stock, 133,649,614 shares of Class X Common Stock, and 251,976 stock options to purchase shares of Class A Common Stock that vest within 60 days of the date hereof), or approximately 44.1% of the outstanding Class A Common Stock, and approximately 94.6% of the outstanding Class X Common Stock. These percentages are based on 177,004,131 outstanding shares of Class A Common Stock on April 3, 2023 and 141,250,310 outstanding shares of Class X Common Stock on April 3, 2023, each as set forth in the Issuer’s Amendment No. 1 on Form 10-K/A filed with the SEC on April 28, 2023, and also includes 251,976 shares of Class A Common Stock subject to options that vest within 60 days of the date hereof and include the options held by the Reporting Person. The Reporting Person’s voting power is 84.3%.
(b) The Reporting Person has the sole power to vote and dispose of the shares of Class A Common Stock and Class X Common Stock reported herein.
(c) The Reporting Person has not engaged in any transaction with respect to the Class A Common Stock or Class X Common Stock during the sixty days prior to the date of filing of this Amendment No. 2.
(d) Not applicable.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: May 5, 2023 | Carl Daikeler | |||||
/s/ Carl Daikeler | ||||||
Signature Page to Schedule 13D
