Statement of Changes in Beneficial Ownership (4)
20 Juin 2023 - 11:59PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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GOLDSTON MARK R |
2. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc.
[
BODY
]
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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
(MM/DD/YYYY)
6/15/2023 |
(Street)
EL SEGUNDO, CA 90245 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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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.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) (1) | $0.4403 | 6/15/2023 | | A | | 7961088 | | (1) | 6/14/2033 | Class A Common Stock | 7961088 | $0.00 | 7961088 | D | |
Stock Option (Right to Buy Class A Common Stock) (2) | $0.4403 | 6/15/2023 | | A | | 15922177 | | (2) | 6/14/2033 | Class A Common Stock | 15922177 | $0.00 | 15922177 | D | |
Explanation of Responses: |
(1) | Represents time-based stock options that will vest and become 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. |
(2) | Represents performance-based stock options that may be earned in four separate tranches based on the achievement of pre-determined per share stock price goals for each tranche. The earned performance-based options will vest and become exercisable as of the later of (i) June 15, 2024 and (ii) the date on which the applicable price per share goal is achieved, subject to the Reporting Person's continued service with the Company through such date. |
Reporting Owners
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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 |
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Signatures
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/s/ Kush Desai, Attorney-in-Fact for Mark R. Goldston | | 6/20/2023 |
**Signature of Reporting Person | Date |
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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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