The Beachbody Company, Inc. (BODI) Form 4 Forest Road Acquisition / Robert K Gifford 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^*

Gifford Robert K

(Last) (First) (Middle)

C/O THE BEACHBODY COMPANY, INC.

3301 EXPOSITION BLVD.

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forest Road Acquisition Corp. [ BODY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

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

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)	$2.26	06/25/2021		A(1)		1,679,837		(2)	03/05/2027	CLASS A COMMON STOCK	1,679,837	(2)	1,679,837	D
OPTION (RIGHT TO BUY CLASS A COMMON STOCK)	$2.52	06/25/2021		A(1)		167,983		(3)	06/15/2030	CLASS A COMMON STOCK	167,983	(3)	167,983	D

Explanation of Responses:

1. Represents the issuance of the Issuer's securities in exchange for securities of The Beachbody Company Group. LLC ("BB") pursuant to that certain Agreement and Plan of Merger, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., BB Merger Sub, LLC, MFH Merger Sub, LLC, The Beachbody Company Group, LLC, and Myx Fitness Holdings, LLC (the "Transaction").

2. Represents stock options issued in the Transaction in exchange for BB stock options granted on March 6, 2017 (the "Vesting Commencement"), which vest 20% on first 5 anniversaries of Vesting Commencement, subject to continued employment through the vest date.

3. Represents stock options issued in the Transaction in exchange for BB stock options granted on June 16, 2020 (the Vesting Commencement"), which vest 25% on first 4 anniversaries of Vesting Commencement, subject to continued employment through the vest date.

Remarks:

PRESIDENT & CHIEF OPERATING OFFICER

	/s/ Jonathan Gelfand, Attorney-in-Fact for Robert Gifford	06/29/2021
	** 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).
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