The Beachbody Company Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 16:53

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOLDSTON MARK R
2. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc. [BODY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O THE BEACHBODY COMPANY, INC., 400 CONTINENTAL BLVD., SUITE 400 		3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
(Street)
EL SEGUNDO, CA 90245 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 (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 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
Stock Option (Right to Buy Class A Common Stock) $22.02(3) 11/13/2024 D(1)(2) 318,440 (1) 06/14/2033 Class A Common Stock 318,440(3) $ 0 0 D
Stock Option (Right to Buy Class A Common Stock) $22.02(3) 11/13/2024 D(2) 159,221 (4) 06/14/2033 Class A Common Stock 159,221(3) $ 0 0 D
Stock Option (Right to Buy Class A Common Stock) $6.43(2) 11/13/2024 A(1)(2) 477,661 (4) 06/14/2033 Class A Common Stock 477,661(3) $ 0 477,661 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDSTON MARK R
C/O THE BEACHBODY COMPANY, INC.
400 CONTINENTAL BLVD., SUITE 400
EL SEGUNDO, CA 90245 		X Executive Chairman

Signatures

/s/ Jonathan Gelfand, Attorney-in-Fact for Mark R. Goldston 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a modification by the Company's board on September 19, 2024 of a portion of the stock option previously granted on June 15, 2023 to convert the option from vesting based on achieving specified stock price goals to time-based vesting commencing with the June 15, 2023 original grant date, subject to continued service with the Company on the applicable vesting dates, effective as of November 13, 2024.
(2) Represents a modification by the Company's board on September 19, 2024 of the stock option previously granted on June 15, 2023 to reprice the option exercise price, reflected herein as a cancellation of the old option with an exercise price of $22.02 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.
(3) 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.
(4) The option vests and becomes exercisable with respect to 25% of the shares subject to the option on each of the first four anniversaries of June 15, 2023, subject to the Reporting Person's continued service with the Company through the applicable vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.