Sec Form 4 Filing - Tarica Zachary @ Beachbody Company, Inc. - 2021-06-25

Insider filing report for Changes in Beneficial Ownership
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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
Tarica Zachary
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 FOREST ROAD ACQUISITION SPONSOR LLC, 1177 AVENUE OF THE AMERICAS, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2021
(Street)
NEW YORK, NY10036
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 06/25/2021 M( 1 ) 7,500,000 A $ 0 7,500,000 I see footnote ( 3 )
Class A Common Stock 07/16/2021 J( 2 ) 7,500,000 D $ 0 0 I see footnote ( 3 )
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
Class B Comm on Stock ( 1 ) 06/25/2021 M 7,500,000 ( 1 ) ( 1 ) Class A Common Stock 7,500,000 $ 0 0 I See footnote ( 3 )
Warrant $ 11.5 06/25/2021 A( 4 ) 5,333,333 11/30/2021 06/25/2026 Class A Common Stock 5,333,333 $ 1.5 5,333,333 I See footnote ( 3 )
Warrant $ 11.5 07/16/2021 J( 2 ) 5,333,333 11/30/2021 06/25/2026 Class A Common Stock 5,333,333 $ 0 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tarica Zachary
C/O FOREST ROAD ACQUISITION SPONSOR LLC
1177 AVENUE OF THE AMERICAS, 5TH FLOOR
NEW YORK, NY10036
X
Forest Road Acquisition Sponsor LLC
C/O FOREST ROAD ACQUISITION SPONSOR LLC
1177 AVENUE OF THE AMERICAS, 5TH FLOOR
NEW YORK, NY10036
X
Forest Road Company, LLC
C/O FOREST ROAD ACQUISITION SPONSOR LLC
1177 AVENUE OF THE AMERICAS, 5TH FLOOR
NEW YORK, NY10036
X
Signatures
/s/ Zachary Tarica 07/16/2021
Signature of Reporting Person Date
/s/ Zachary Tarica, as the Chief Executive Officer of The Forest Road Company, LLC, the Managing Member of Forest Road Acquisition Sponsor LLC 07/16/2021
Signature of Reporting Person Date
/s/ Zachary Tarica, as the Chief Executive Officer of The Forest Road Company, LLC 07/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the registrant's registration statement on Form S-1 (File No. 333-249385) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically converted into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, and have no expiration date.
( 2 )Represents the pro rata distribution of the shares of Class A common stock and warrants of the registrant held by Forest Road Acquisition Sponsor LLC (the "Sponsor") to its members or their permitted transferees.
( 3 )The Forest Road Company, LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. Zachary Tarica is the Chief Executive Officer of The Forest Road Company, LLC. By virtue of these relationships, Mr. Tarica may be deemed to have beneficial ownership of the securities held by the Sponsor. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
( 4 )The Sponsor acquired these warrants for a purchase price of $1.50 per warrant in connection with the IPO. The warrants could only become eligible for exercise upon consummation of the registrant's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the registrant's initial business combination.

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