Sec Form 3/A Filing - RPIII RAINSANITY LP @ Beachbody Company, Inc. - 2021-06-25

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RPIII RAINSANITY LP
2. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc. [ BODY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE RAINE GROUP, 65 EAST 55TH STREET, 24TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2021
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
06/29/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
CLASS A COMMON STOCK 33,553,362( 1 ) I See footnotes( 2 )( 3 )
CLASS A COMMON STOCK 3,916,084( 1 )( 4 ) I See footnote( 5 )
CLASS A COMMON STOCK 1,014,840( 1 )( 4 ) I See footnote( 6 )
CLASS A COMMON STOCK 676,560( 1 )( 4 ) I See footnote( 7 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Followin g Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RPIII RAINSANITY LP
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10022
X
RPIII Corp SPV Management LLC
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10022
X
RPIII CORP AGGREGATOR LP
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10022
X
Raine Associates III Corp (AIV 2) GP LP
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10022
X
Raine Management LLC
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10022
X
Raine Group LLC
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10022
X
Raine Holdings LLC
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY10022
X
Signatures
RPIII Rainsanity LP, by /s/ Alfred J. Chianese, attorney-in-fact 12/05/2022
Signature of Reporting Person Date
RPIII Corp SPV Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 12/05/2022
Signature of Reporting Person Date
RPIII Corp Aggregator LP, by /s/ Alfred J. Chianese, attorney-in-fact 12/05/2022
Signature of Reporting Person Date
Raine Associates III Corp (AIV 2) GP LP, by /s/ Alfred J. Chianese, attorney-in-fact 12/05/2022
Signature of Reporting Person Date
Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 12/05/2022
Signature of Reporting Person Date
The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact 12/05/2022
Signature of Reporting Person Date
Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact 12/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received pursuant to an 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.
( 2 )These shares are held directly by RPIII Rainsanity LP ("Rainsanity"). The shares may also be deemed to be beneficially owned by RPIII Corp SPV Management LLC ("SPV Management") as Rainsanity's general partner, RPIII Corp Aggregator LP ("Corp Aggregator") as SPV Management's sole manager, Raine Associates III Corp (AIV 2) GP LP ("Raine Associates") as Corp Aggregator's general partner, Raine Management LLC ("Raine Management") as Raine Associates' general partner, The Raine Group LLC ("Raine Group") as the sole manager of Raine Management, and Raine Holdings LLC ("Raine Holdings") as the majority member of Raine Group.
( 3 )(Continued from footnote 2) The Reporting Persons disclaim beneficial ownership over shares held by Rainsanity except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
( 4 )These shares were inadvertently omitted from the reporting persons' original Form 3 filed August 29, 2021.
( 5 )These shares are held directly by RPIII Rainsanity Co-Invest 1 LLC ("RPIII Co-Invest 1"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 1's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings LLC ("Raine Holdings") as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 1 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
( 6 )These shares are held directly by RPIII Rainsanity Co-Invest 2 LLC ("RPIII Co-Invest 2"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 2's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 2 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
( 7 )These shares are held directly by RPIII Rainsanity Co-Invest 3 LLC ("RPIII Co-Invest 3"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 3's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 3 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

Remarks:
1. Exhibit List: Exhibit 24 - Power of Attorney2. In addition to the explanation in footnote 4, this amended Form 3 is being filed to correct the inadvertent omission of the following reporting persons: RPIII Corp SPV Management LLC, Raine Management LLC, The Raine Group LLC, and Raine Holdings LLC from the reporting persons' original Form 3 filed August 29, 2021.

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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