Vrabeck Kathy P Form 4 Beachbody / KATHY P VRABECK ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

VRABECK KATHY P

(Last) (First) (Middle)

C/O THE BEACHBODY COMPANY, INC.

400 CONTINENTAL BLVD., SUITE 400

(Street)

EL SEGUNDO CA 90245

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Beachbody Company, Inc. [ BODY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2023

4. If Amendment, Date of 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

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
CLASS A COMMON STOCK(1)	03/15/2023		A		329,066	A	$0.00(1)	1,197,418	D
CLASS A COMMON STOCK(2)	03/15/2023		A		500,000	A	$0.00(2)	1,697,418	D
CLASS A COMMON STOCK	03/15/2023		F		119,440	D	$0.5801	1,577,978	D

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 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: 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
OPTION (RIGHT TO BUY CLASS A COMMON STOCK)	$0.5801	03/15/2023		A		500,000		(3)	03/15/2033	CLASS A COMMON STOCK	500,000	$0.00	500,000	D

Explanation of Responses:

1. Represents shares granted in lieu of earned bonus. The Reporting Person has a requirement to hold the net-settled number of bonus shares until December 15, 2023.

2. 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 in increments of 25% per year on the first four anniversaries of the RSU grant date, subject to continued employment with the Company through the vest date.

3. The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date, subject to continued employment with the Company through the vest date.

Remarks:

	/s/ Blake T. Bilstad, Attorney-in-Fact for Kathy P. Vrabeck	03/17/2023
	** 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.
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