Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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The Beachbody Company, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
073463309 (CUSIP Number) |
Carl Daikeler c/o The Beachbody Company, Inc., 400 Continental Blvd., Suite 400 El Segundo, CA, 90245 (310) 883-9000 Steven B. Stokdyk, Esq. c/o Latham & Watkins LLP, 10250 Constellation Blvd., Suite 1100 Los Angeles, CA, 90067 (213) 891-7421 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/05/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 073463309 |
| 1 |
Name of reporting person
Carl Daikeler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,597,149.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
37.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Sections 7 and 9 above are based on beneficial ownership on September 17, 2025 and June 5, 2025 of (i) 2,576,991 shares of Class X Common Stock and (ii) 20,158 stock options to acquire shares of Class A Common Stock that are currently exercisable or vest within 60 days. 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 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 certain holders of Class X Common Stock have sold 75% of their shares (other than pursuant to certain permitted transfers). The percentage ownership in section 13 above represents the Class A Common Stock percentage as of September 17, 2025 of 37.4%, based on 4,355,973 outstanding shares of Class A Common Stock, and as of June 5, 2025 was 37.5% based on 4,336,409 outstanding shares of Class A Common Stock, and includes the 20,158 stock options held by the Reporting Person as of such dates. The Class X Common Stock percentage of 94.4% is based on 2,576,991 outstanding shares of Class X Common Stock on September 17, 2025 and June 5, 2025. The Reporting Person's voting power as of September 17, 2025 is 81.4% and as of June 5, 2025 was 81.5%.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
The Beachbody Company, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
400 Continental Blvd., Suite 400, El Segundo,
CALIFORNIA
, 90245. | |
Item 1 Comment:
This Amendment No. 5 amends and supplements Schedule 13D originally filed with the Securities and Exchange Commission ("SEC") on July 8, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on June 3, 2022, Amendment No. 2 to Schedule 13D filed with the SEC on May 8, 2023, Amendment No. 3 to Schedule 13D filed with the SEC on June 20, 2023, and Amendment No. 4 to the Schedule 13D filed with the SEC on March 1, 2024 (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. 5 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns (i) 2,576,991 shares of Class X Common Stock and (ii) 20,158 stock options to acquire shares of Class A Common Stock that are currently exercisable or vest within 60 days. The percentage ownership of the Class A Common Stock percentage as of September 17, 2025 is 37.4%, based on 4,355,973 outstanding shares of Class A Common Stock, and as of June 5, 2025 was 37.5% based on 4,336,409 outstanding shares of Class A Common Stock, and includes the 20,158 stock options held by the Reporting Person as of such dates. The Class X Common Stock percentage is 94.4% based on 2,576,991 outstanding shares of Class X Common Stock on September 17, 2025 and June 5, 2025. The Reporting Person's voting power as of September 17, 2025 is 81.4% and as of June 5, 2025 was 81.5%. | |
| (b) | The Reporting Person has the sole power to vote and dispose of the shares 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. 5. | |
| (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.
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