Sec Form 3 Filing - block.one Investments 1 @ Interactive Strength, Inc. - 2023-04-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
block.one Investments 1
2. Issuer Name and Ticker or Trading Symbol
Interactive Strength, Inc. [ TRNR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED, PO BOX 309, UGLAND HOUSE
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2023
(Street)
GRAND CAYMAN, E9KY1-1104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,017,991 ( 1 ) I See Footnotes ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Warrants ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 24,026 I See Footnotes ( 4 ) ( 5 )
Convertible Notes ( 3 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock ( 3 ) I See Footnotes ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
block.one Investments 1
C/O MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
X
block.one
C/O MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
X
Blumer Brendan Francis
C/O MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
X
Yuan Kokuei
C/O MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
X
Bliss Andrew
C/O MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
X
Signatures
By: /s/ block.one Investments 1., By: /s/ Stephen Ellis, Authorized Signatory 04/27/2023
Signature of Reporting Person Date
By: /s/ block.one., By: /s/ Andrew Bliss, Authorized Signatory 04/27/2023
Signature of Reporting Person Date
By: /s/ Brendan Francis Blumer 04/27/2023
Signature of Reporting Person Date
By: /s/ Kokuei Yuan 04/27/2023
Signature of Reporting Person Date
By: /s/ Andrew Bliss 04/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of Class A common stock of the Issuer held by block.one Investments 1 ("Investments 1").
( 2 )Reflects warrants to purchase shares of Class A common stock of the Issuer that were issued to Investments 1 on November 13, 2022 (the "Warrants"). The Warrants have an exercise price of $0.015 per share and expire at 5:00 p.m. Pacific Time on November 13, 2032 or such earlier date and time on which the Warrant ceases to be exercisable in accordance with the terms of the Warrant. The Warrants will be automatically deemed net exercised into a number of shares of Class A common stock of the Issuer upon the consummation of the Issuer's initial public offering ("IPO") determined by using the per-share offering price to the public as set forth in the Company's final prospectus.
( 3 )Reflects a convertible note of the Issuer with an aggregate principal amount of $1,146,276 that is convertible into shares of Class A common stock of the Issuer that were issued to Investments 1 on November 13, 2022 (the "Convertible Notes"). The Convertible Notes have a maturity date of November 13, 2023. The principal amount of the Convertible Notes together with accrued interest will be automatically converted into shares of Class A common stock of the Issuer upon the completion of the IPO based on the amount outstanding, if any, under such convertible notes, as of immediately prior to the completion of the IPO, divided by IPO price per share.
( 4 )Investments 1 is a wholly-owned subsidiary of block.one. Each of Kokuei Yuan and Andrew Bliss are directors of Investments 1. Each of Brendan Francis Blumer and Messrs. Yuan and Bliss are directors of block.one.
( 5 )Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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