SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VRABECK KATHY P

(Last)

(First)

(Middle)

C/O THE BEACHBODY COMPANY, INC.

400 CONTINENTAL BLVD., SUITE 400

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy Class A Common Stock)	$9.94	09/14/2023		D⁽¹⁾			231,535	⁽²⁾	07/01/2031	Class A Common Stock	231,535	⁽¹⁾	0	D
Stock Option (Right to Buy Class A Common Stock)	$0.347	09/14/2023		A⁽¹⁾		231,535		⁽²⁾	07/01/2031	Class A Common Stock	231,535	⁽¹⁾	231,535	D
Stock Option (Right to Buy Class A Common Stock)	$1.83	09/14/2023		D⁽¹⁾			500,000	⁽³⁾	04/17/2032	Class A Common Stock	500,000	⁽¹⁾	0	D
Stock Option (Right to Buy Class A Common Stock)	$0.347	09/14/2023		A⁽¹⁾		500,000		⁽³⁾	04/17/2032	Class A Common Stock	500,000	⁽¹⁾	500,000	D
Stock Option (Right to Buy Class A Common Stock)	$1.09	09/14/2023		D⁽¹⁾			250,000	⁽⁴⁾	05/14/2032	Class A Common Stock	250,000	⁽¹⁾	0	D
Stock Option (Right to Buy Class A Common Stock)	$0.347	09/14/2023		A⁽¹⁾		250,000		⁽⁴⁾	05/14/2032	Class A Common Stock	250,000	⁽¹⁾	250,000	D

Explanation of Responses:

1. Represents transactions in a stock option repricing wherein certain existing stock options were canceled in exchange for a new option with an exercise price of $0.347, representing the closing price on the date of the repricing.

2. The stock options vest in increments of 25% annually from April 26, 2021, subject to continued employment with the Company through the vest date.

3. The stock options vest in increments of 25% annually from April 18, 2022, subject to continued employment with the Company through the vest date.

4. The stock options vest in increments of 25% annually from May 15, 2022, subject to continued employment with the Company through the vest date.

Remarks:

	/s/ Kush Desai, Attorney-in-Fact for Kathy P. Vrabeck	09/18/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Vrabeck Kathy P