The Beachbody Company, Inc. (BODI) Form 3/A Initial statement of insider ownership (amended)

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

RPIII RAINSANITY LP

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2021

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/29/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS A COMMON STOCK	33,553,362(1)	I	See footnotes(2)(3)
CLASS A COMMON STOCK	3,916,084(1)(4)	I	See footnote(5)
CLASS A COMMON STOCK	1,014,840(1)(4)	I	See footnote(6)
CLASS A COMMON STOCK	676,560(1)(4)	I	See footnote(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

RPIII RAINSANITY LP

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RPIII Corp SPV Management LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RPIII CORP AGGREGATOR LP

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Associates III Corp (AIV 2) GP LP

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Management LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Group LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Holdings LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Received pursuant to an 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.

2. These shares are held directly by RPIII Rainsanity LP ("Rainsanity"). The shares may also be deemed to be beneficially owned by RPIII Corp SPV Management LLC ("SPV Management") as Rainsanity's general partner, RPIII Corp Aggregator LP ("Corp Aggregator") as SPV Management's sole manager, Raine Associates III Corp (AIV 2) GP LP ("Raine Associates") as Corp Aggregator's general partner, Raine Management LLC ("Raine Management") as Raine Associates' general partner, The Raine Group LLC ("Raine Group") as the sole manager of Raine Management, and Raine Holdings LLC ("Raine Holdings") as the majority member of Raine Group.

3. (Continued from footnote 2) The Reporting Persons disclaim beneficial ownership over shares held by Rainsanity except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

4. These shares were inadvertently omitted from the reporting persons' original Form 3 filed August 29, 2021.

5. These shares are held directly by RPIII Rainsanity Co-Invest 1 LLC ("RPIII Co-Invest 1"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 1's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings LLC ("Raine Holdings") as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 1 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

6. These shares are held directly by RPIII Rainsanity Co-Invest 2 LLC ("RPIII Co-Invest 2"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 2's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 2 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

7. These shares are held directly by RPIII Rainsanity Co-Invest 3 LLC ("RPIII Co-Invest 3"). The shares may also be deemed to be beneficially owned by Raine Associates as RPIII Co-Invest 3's manager, Raine Management as Raine Associates' general partner, Raine Group as the sole manager of Raine Management, and Raine Holdings as the majority member of Raine Group. The Reporting Persons disclaim beneficial ownership over shares held by RPIII Co-Invest 3 except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

Remarks:

1. Exhibit List: Exhibit 24 - Power of Attorney 2. In addition to the explanation in footnote 4, this amended Form 3 is being filed to correct the inadvertent omission of the following reporting persons: RPIII Corp SPV Management LLC, Raine Management LLC, The Raine Group LLC, and Raine Holdings LLC from the reporting persons' original Form 3 filed August 29, 2021.

	RPIII Rainsanity LP, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	RPIII Corp SPV Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	RPIII Corp Aggregator LP, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	Raine Associates III Corp (AIV 2) GP LP, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	** Signature of Reporting Person	Date
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