Sec Form 4 Filing - RPIII RAINSANITY LP @ Beachbody Company, Inc. - 2021-08-27

FORM 4 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) 08/27/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 01/19/2022 J( 1 ) 1,014,840 D $ 0 0 I See footnote( 2 ) CLASS A COMMON STOCK 01/19/2022 J( 1 ) 676,560 D $ 0 0 I See footnote( 3 ) CLASS A COMMON STOCK 05/10/2022 A( 4 ) 190,476 A $ 0 190,476 I See footnotes( 5 )( 6 ) CLASS A COMMON STOCK 05/10/2022 M 26,075 A $ 0 216,551 I See footnotes( 5 )( 6 ) CLASS A COMMON STOCK 33,553,362 I See footnote( 7 ) CLASS A COMMON STOCK 3,916,084 I See footnote( 8 )

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 Following 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 RESTRICTED STOCK UNITS ( 9 ) 08/27/2021 A 26,075 ( 10 ) ( 10 ) CLASS A COMMON STOCK 26,075 $ 0 26,075 I See footnotes( 5 )( 6 ) RESTRICTED STOCK UNITS ( 9 ) 05/10/2022 M 26,075 05/10/2022 ( 9 ) CLASS A COMMON STOCK 26,075 $ 0 0 I See footnotes( 5 )( 6 )

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 )The recordholder distributed these shares to its limited partners on a pro rata basis, for no consideration. ( 2 )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 III Corp (AIV 2) GP LP ("Raine Associates") as RPIII Co-Invest 2's manager, 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. 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. ( 3 )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. ( 4 )Represents a grant of restricted stock units ("RSUs") which convert into shares of Class A Common Stock on a one-for-one basis. The RSUs vest on the earlier to occur of (i) May 10, 2023 and (ii) the date of the next annual meeting following the grant date, subject to continued service with The Beachbody Company, Inc. (the "Company") through such date. ( 5 )These shares are held of record by John Salter, a member of the board of directors ("Board") of the Company. Mr. Salter is a partner of Raine Holdings, which is the majority member of Raine Group, which is the manager of Raine Management, which is the general partner of Raine Associates, which is the general partner of RPIII Corp Aggregator LP ("Corp Aggregator"), which is the sole manager of RPIII Corp SPV Management LLC ("SPV Management"), which is the general partner of RPIII Rainsanity LP ("RPIII Rainsanity"), and by virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Salter. ( 6 )(Continued from Footnote 5) The Reporting Persons disclaim beneficial ownership over shares held by Mr. Salter 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. The shares may also be deemed to be beneficially owned by SPV Management, as RPIII Rainsanity's general partner, Corp Aggregator as SPV Management's sole manager, Raine Associates as Corp Aggregator's general partner, 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 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. ( 8 )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 as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII 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. ( 9 )The RSUs convert into shares of Class A Common Stock on a one-for-one basis upon vesting, and have no expiration date. ( 10 )On August 27, 2021 Mr. Salter was granted 26,075 RSUs, which vest on the date of the 2022 Annual Meeting of Stockholders of the Company, contingent upon Mr. Salter's continued service as a member of the Company's Board through such time.

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).

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