SEC FORM 3

SEC FORM 3 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^*

Kennedy Lewis Capital Partners Master Fund III LP

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2021

3. Issuer Name and Ticker or Trading Symbol
F45 Training Holdings Inc. [ FXLV ]

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

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

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

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)
No securities are beneficially owned	0	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

1. Name and Address of Reporting Person^*

Kennedy Lewis Capital Partners Master Fund III LP

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kennedy Lewis GP III LLC

(Last)

(First)

(Middle)

111 WEST 33RD STREET, SUITE 1910

(Street)

NEW YORK

10120

(City)

(State)

(Zip)

Explanation of Responses:

Remarks:

The general partner of Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III") is Kennedy Lewis GP III LLC ("Fund III GP"). Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund III GP. David Chene and Darren Richman are the managing members of Holdings II. David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund III due to their relationship with Master Fund III. Kennedy Lewis Management LP (the "Adviser") acts as an investment adviser to Master Fund III. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Mr. Richman serves on the Board of Directors of F45 Training Holdings Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Richman are deemed directors by deputization of the Issuer.

	KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/03/2021
	KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/03/2021
	** 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 5 (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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SEC Form 3: New insider Kennedy Lewis Capital Partners Master Fund Iii Lp claimed no ownership of stock in the company