Sec Form 4 Filing - VRABECK KATHY P @ Beachbody Company, Inc. - 2024-11-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
VRABECK KATHY P
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
(Last) (First) (Middle)
C/O THE BEACHBODY COMPANY, INC., 400 CONTINENTAL BLVD., SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2024
(Street)
EL SEGUNDO, CA90245
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Stock Option (Right to Buy Class A Common Stock) $ 17.35 ( 2 ) 11/13/2024 D( 1 ) 4,630 ( 3 ) 07/01/2031 Class A Common Stock 4,630 ( 2 ) $ 0 0 D
Stock Option (Right to Buy Class A Common Stock) $ 6.43 ( 1 ) 11/13/2024 A( 1 ) 4,630 ( 3 ) 07/01/2031 Class A Common Stock 4,630 ( 2 ) $ 0 4,630 D
Stock Option (Right to Buy Class A Common Stock) $ 17.35 ( 2 ) 11/13/2024 D( 1 ) 10,000 ( 4 ) 04/17/2032 Class A Common Stock 10,000 ( 2 ) $ 0 0 D
Stock Option (Right to Buy Class A Common Stock) $ 6.43 ( 1 ) 11/13/2024 A( 1 ) 10,000 ( 4 ) 04/17/2032 Class A Common Stock 10,000 ( 2 ) $ 0 10,000 D
Stock Option (Right to Buy Class A Common Stock) $ 17.35 ( 2 ) 11/13/2024 D( 1 ) 5,000 ( 5 ) 05/14/2032 Class A Common Stock 5,000 ( 2 ) $ 0 0 D
Stock Option (Right to Buy Class A Common Stock) $ 6.43 ( 1 ) 11/13/2024 A( 1 ) 5,000 ( 5 ) 05/14/2032 Class A Common Stock 5,000 ( 2 ) $ 0 5,000 D
Stock Option (Right to Buy Class A Common Stock) $ 29.01 ( 2 ) 11/13/2024 D( 1 ) 10,000 ( 6 ) 03/14/2033 Class A Common Stock 10,000 ( 2 ) $ 0 0 D
Stock Option (Right to Buy Class A Common Stock) $ 6.43 ( 1 ) 11/13/2024 A( 1 ) 10,000 ( 6 ) 03/14/2033 Class A Common Stock 10,000 ( 2 ) $ 0 10,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VRABECK KATHY P
C/O THE BEACHBODY COMPANY, INC.
400 CONTINENTAL BLVD., SUITE 400
EL SEGUNDO, CA90245
Chief Operating Officer
Signatures
/s/ Jonathan Gelfand, Attorney-in-Fact for Kathy P. Vrabeck 11/15/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a modification of certain outstanding stock options by the Company's board on September 19, 2024 to reprice the option exercise price, reflected herein as a cancellation of the old option (with an exercise price as shown) in exchange for a new option with an exercise price of $6.43, based on the closing price of the Company's common stock on the November 13, 2024 effective date of the repricing.
( 2 )Reflects the total number of shares subject to the option and the exercise price after giving effect to the Company's 1-for-50 reverse stock split effective on November 21, 2023.
( 3 )The stock options vest in increments of 25% per year on the first four anniversaries of April 26, 2021, subject to continued employment through the vest date.
( 4 )The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date of April 18, 2022, subject to continued employment through the vest date.
( 5 )The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date of May 15, 2022, subject to continued employment through the vest date.
( 6 )The stock options vest in increments of 25% per year on the first four anniversaries of the stock option grant date of March 15, 2023, subject to continued employment through the vest date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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