| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc. [ BODY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy Class A Common Stock) | $17.35(2) | 11/13/2024 | D(1) | 1,558 | (3) | 06/15/2030 | Class A Common Stock | 1,558(2) | $0 | 0 | D | ||||
| Stock Option (Right to Buy Class A Common Stock) | $6.43(1) | 11/13/2024 | A(1) | 1,558 | (3) | 06/15/2030 | Class A Common Stock | 1,558(2) | $0 | 1,558 | D | ||||
| Stock Option (Right to Buy Class A Common Stock) | $17.35(2) | 11/13/2024 | D(1) | 671 | (4) | 07/01/2031 | Class A Common Stock | 671(2) | $0 | 0 | D | ||||
| Stock Option (Right to Buy Class A Common Stock) | $6.43(1) | 11/13/2024 | A(1) | 671 | (4) | 07/01/2031 | Class A Common Stock | 671(2) | $0 | 671 | D | ||||
| Stock Option (Right to Buy Class A Common Stock) | $17.35(2) | 11/13/2024 | D(1) | 3,000 | (5) | 05/14/2032 | Class A Common Stock | 3,000(2) | $0 | 0 | D | ||||
| Stock Option (Right to Buy Class A Common Stock) | $6.43(1) | 11/13/2024 | A(1) | 3,000 | (5) | 05/14/2032 | Class A Common Stock | 3,000(2) | $0 | 3,000 | D | ||||
| Stock Option (Right to Buy Class A Common Stock) | $15(2) | 11/13/2024 | D(1) | 1,600 | (6) | 10/14/2033 | Class A Common Stock | 1,600(2) | $0 | 0 | D | ||||
| Stock Option (Right to Buy Class A Common Stock) | $6.43(1) | 11/13/2024 | A(1) | 1,600 | (6) | 10/14/2033 | Class A Common Stock | 1,600(2) | $0 | 1,600 | 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 became fully vested as of June 16, 2024. |
| 4. 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. |
| 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 October 15, 2023, subject to continued employment through the vest date. |
| Remarks: |
| Interim Chief Financial Officer |
| /s/ Jonathan Gelfand, Attorney-in-Fact for Bradley Ramberg | 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). | ||
| 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. | ||