Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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F45 Training Holdings Inc.
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(Name of Issuer)
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Common Stock, par value $0.00005 per share
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(Title of Class of Securities)
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30322L101
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(CUSIP Number)
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December 31, 2021
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
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CUSIP No. 30322L101
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13G
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|||||
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1
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NAMES OF REPORTING PERSONS
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||||
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Kennedy Lewis Management LP
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|||||
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||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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|||||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||||
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||||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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10,529,281
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|||||
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||||||
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6
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SHARED VOTING POWER
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0 |
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|||||
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||||||
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7
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SOLE DISPOSITIVE POWER
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10,529,281
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|||||
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||||||
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8
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SHARED DISPOSITIVE POWER
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0
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|||||
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||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,529,281
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|||||
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||||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||||
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☐
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|||||
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||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.6%
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||||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, IA
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|||||
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||||||
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CUSIP No. 30322L101
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13G
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|||||
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1
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NAMES OF REPORTING PERSONS
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||||
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KLM GP LLC
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|||||
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||||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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|||||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||||
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||||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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10,529,281
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|||||
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||||||
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6
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SHARED VOTING POWER
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0 |
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|||||
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||||||
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7
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SOLE DISPOSITIVE POWER
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||||
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10,529,281
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||||||
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8
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SHARED DISPOSITIVE POWER
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0
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|||||
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||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
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10,529,281
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|||||
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||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||||
|
☐
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|||||
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||||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||||
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11.6%
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|||||
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||||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
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OO, HC
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|||||
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||||||
|
CUSIP No. 30322L101
|
13G
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|||||
|
1
|
NAMES OF REPORTING PERSONS
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||||
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;
Kennedy Lewis Investment Management LLC
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|||||
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||||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
|
(a)☐
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|||||
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(b)☐
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|||||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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Delaware
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|||||
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||||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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10,529,281
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|||||
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||||||
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6
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SHARED VOTING POWER
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0 |
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7
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SOLE DISPOSITIVE POWER
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10,529,281
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8
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SHARED DISPOSITIVE POWER
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0
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|||||
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||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
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10,529,281
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|||||
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||||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||||
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☐
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|||||
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||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||||
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11.6%
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|||||
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||||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
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OO, HC
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|||||
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||||||
|
CUSIP No. 30322L101
|
13G
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|||||
|
1
|
NAMES OF REPORTING PERSONS
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|
||||
|
Kennedy Lewis Investment Holdings LLC
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|||||
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||||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
||||
|
(a)☐
|
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|
|||||
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(b)☐
|
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|||||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
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Delaware
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|||||
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||||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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2,109,759
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|||||
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||||||
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6
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SHARED VOTING POWER
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0 |
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|||||
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||||||
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7
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SOLE DISPOSITIVE POWER
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||||
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2,109,759
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|||||
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||||||
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8
|
SHARED DISPOSITIVE POWER
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||||
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0
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|
|||||
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|
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
||||
|
2,109,759
|
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|
|||||
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||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
||||
|
☐
|
|
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|||||
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||||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||||
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2.3%
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|||||
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||||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
||||
|
OO
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|||||
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||||||
|
CUSIP No. 30322L101
|
13G
|
|
|||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
Kennedy Lewis Investment Holdings II LLC
|
|
|
|||||
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|
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||||
|
(a)☐
|
|
|
|||||
|
(b)☐
|
|
|
|||||
|
3
|
SEC USE ONLY
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
Delaware
|
|
|
|||||
|
|
|
||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|||
|
8,419,522
|
|
|
|||||
|
|
|
||||||
|
6
|
SHARED VOTING POWER
|
|
|
||||
|
0 |
|
|
|||||
|
|
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||||
|
8,419,522
|
|
|
|||||
|
|
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
0
|
|
|
|||||
|
|
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
8,419,522
|
|
|
|||||
|
|
|
||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||||
|
☐
|
|
|
|||||
|
|
|
||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||||
|
9.3%
|
|
|
|||||
|
|
|
||||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||||
|
OO
|
|
|
|||||
|
|
|
||||||
|
CUSIP No. 30322L101
|
13G
|
|
|||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
Kennedy Lewis Capital Partners Master Fund LP
|
|
|
|||||
|
|
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||||
|
(a)☐
|
|
|
|||||
|
(b)☐
|
|
|
|||||
|
3
|
SEC USE ONLY
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
Cayman Islands
|
|
|
|||||
|
|
|
||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|||
|
2,109,759
|
|
|
|||||
|
|
|
||||||
|
6
|
SHARED VOTING POWER
|
|
|
||||
|
0 |
|
|
|||||
|
|
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||||
|
2,109,759
|
|
|
|||||
|
|
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
0
|
|
|
|||||
|
|
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
2,109,759
|
|
|
|||||
|
|
|
||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||||
|
☐
|
|
|
|||||
|
|
|
||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||||
|
2.3%
|
|
|
|||||
|
|
|
||||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||||
|
PN
|
|
|
|||||
|
|
|
||||||
|
CUSIP No. 30322L101
|
13G
|
|
|||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
Kennedy Lewis GP LLC
|
|
|
|||||
|
|
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||||
|
(a)☐
|
|
|
|||||
|
(b)☐
|
|
|
|||||
|
3
|
SEC USE ONLY
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
Delaware
|
|
|
|||||
|
|
|
||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|||
|
2,109,759
|
|
|
|||||
|
|
|
||||||
|
6
|
SHARED VOTING POWER
|
|
|
||||
|
0 |
|
|
|||||
|
|
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||||
|
2,109,759
|
|
|
|||||
|
|
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
0
|
|
|
|||||
|
|
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
2,109,759
|
|
|
|||||
|
|
|
||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||||
|
☐
|
|
|
|||||
|
|
|
||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||||
|
2.3%
|
|
|
|||||
|
|
|
||||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||||
|
OO
|
|
|
|||||
|
|
|
||||||
|
CUSIP No. 30322L101
|
13G
|
|
|||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
Kennedy Lewis Capital Partners Master Fund II LP
|
|
|
|||||
|
|
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||||
|
(a)☐
|
|
|
|||||
|
(b)☐
|
|
|
|||||
|
3
|
SEC USE ONLY
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
Cayman Islands
|
|
|
|||||
|
|
|
||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|||
|
8,272,532
|
|
|
|||||
|
|
|
||||||
|
6
|
SHARED VOTING POWER
|
|
|
||||
|
0 |
|
|
|||||
|
|
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||||
|
8,272,532
|
|
|
|||||
|
|
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
0
|
|
|
|||||
|
|
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
8,272,532
|
|
|
|||||
|
|
|
||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||||
|
☐
|
|
|
|||||
|
|
|
||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||||
|
9.1%
|
|
|
|||||
|
|
|
||||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||||
|
PN
|
|
|
|||||
|
|
|
||||||
|
CUSIP No. 30322L101
|
13G
|
|
|||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
Kennedy Lewis GP II LLC
|
|
|
|||||
|
|
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||||
|
(a)☐
|
|
|
|||||
|
(b)☐
|
|
|
|||||
|
3
|
SEC USE ONLY
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
Delaware
|
|
|
|||||
|
|
|
||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|||
|
8,272,532
|
|
|
|||||
|
|
|
||||||
|
6
|
SHARED VOTING POWER
|
|
|
||||
|
0 |
|
|
|||||
|
|
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||||
|
8,272,532
|
|
|
|||||
|
|
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
0
|
|
|
|||||
|
|
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
8,272,532
|
|
|
|||||
|
|
|
||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||||
|
☐
|
|
|
|||||
|
|
|
||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||||
|
9.1%
|
|
|
|||||
|
|
|
||||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||||
|
OO
|
|
|
|||||
|
|
|
||||||
|
CUSIP No. 30322L101
|
13G
|
|
|||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
Kennedy Lewis Capital Partners Master Fund III LP
|
|
|
|||||
|
|
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||||
|
(a)☐
|
|
|
|||||
|
(b)☐
|
|
|
|||||
|
3
|
SEC USE ONLY
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
Cayman Islands
|
|
|
|||||
|
|
|
||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|||
|
146,990
|
|
|
|||||
|
|
|
||||||
|
6
|
SHARED VOTING POWER
|
|
|
||||
|
0 |
|
|
|||||
|
|
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||||
|
146,990
|
|
|
|||||
|
|
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
0
|
|
|
|||||
|
|
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
146,990
|
|
|
|||||
|
|
|
||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||||
|
☐
|
|
|
|||||
|
|
|
||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||||
|
0.2%
|
|
|
|||||
|
|
|
||||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||||
|
PN
|
|
|
|||||
|
|
|
||||||
|
CUSIP No. 30322L101
|
13G
|
|
||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
Kennedy Lewis GP III LLC
|
|
|
||
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a)☐
|
|
|
||
|
(b)☐
|
|
|
||
|
3
|
SEC USE ONLY
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
Delaware
|
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
146,990
|
|
|
||
|
|
|
|||
|
6
|
SHARED VOTING POWER
|
|
|
|
|
0 |
|
|
||
|
|
|
|||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
146,990
|
|
|
||
|
|
|
|||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
146,990
|
|
|
||
|
|
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
☐
|
|
|
||
|
|
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
0.2%
|
|
|
||
|
|
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
OO
|
|
|
||
|
|
|
|||
|
CUSIP No. 30322L101
|
13G
|
|
||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
Darren Richman
|
|
|
||
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a)☐
|
|
|
||
|
(b)☐
|
|
|
||
|
3
|
SEC USE ONLY
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
USA
|
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
10,529,281
|
|
|
||
|
|
|
|||
|
6
|
SHARED VOTING POWER
|
|
|
|
|
0 |
|
|
||
|
|
|
|||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
10,529,281
|
|
|
||
|
|
|
|||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
10,529,281
|
|
|
||
|
|
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
☐
|
|
|
||
|
|
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
11.6%
|
|
|
||
|
|
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
IN, HC
|
|
|
||
|
|
|
|||
|
CUSIP No. 30322L101
|
13G
|
|
|||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||||
|
David Chene
|
|
|
|||||
|
|
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||||
|
(a)☐
|
|
|
|||||
|
(b)☐
|
|
|
|||||
|
3
|
SEC USE ONLY
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
USA
|
|
|
|||||
|
|
|
||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|||
|
10,529,281
|
|
|
|||||
|
|
|
||||||
|
6
|
SHARED VOTING POWER
|
|
|
||||
|
0 |
|
|
|||||
|
|
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||||
|
10,529,281
|
|
|
|||||
|
|
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
0
|
|
|
|||||
|
|
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
10,529,281
|
|
|
|||||
|
|
|
||||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||||
|
☐
|
|
|
|||||
|
|
|
||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||||
|
11.6%
|
|
|
|||||
|
|
|
||||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||||
|
IN, HC
|
|
|
|||||
|
|
|
||||||
|
Item 1(a).
|
NAME OF ISSUER:
|
|
|
|
|
|
The name of the issuer is F45 Training Holdings Inc. (the "Issuer").
|
|
Item 1(b).
|
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
|
|
|
|
|
|
The Issuer's principal executive offices are located at 801 Barton Springs Road, 9th Floor, Austin, Texas 78704.
|
|
Item 2(a).
|
NAME OF PERSON FILING:
|
|
|
The persons filing this Schedule 13G (collectively, the “Reporting Persons”) are:
|
||
|
|
(i)
|
Kennedy Lewis Management LP (the “Adviser”)
|
|
|
|
(ii)
|
KLM GP LLC (“KLM”)
|
|
|
|
(iii)
|
Kennedy Lewis Investment Management LLC (“Kennedy Lewis Management”)
|
|
|
(iv)
|
Kennedy Lewis Investment Holdings LLC (“Holdings I”)
|
||
|
(v)
|
Kennedy Lewis Investment Holdings II LLC (“Holdings II”)
|
||
|
(vi)
|
Kennedy Lewis Capital Partners Master Fund LP (“Master Fund I”)
|
||
|
(vii)
|
Kennedy Lewis GP LLC (“Fund I GP”)
|
||
|
(viii)
|
Kennedy Lewis Capital Partners Master Fund II LP (“Master Fund II”)
|
||
|
(ix)
|
Kennedy Lewis GP II LLC (“Fund II GP”)
|
||
|
(x)
|
Kennedy Lewis Capital Partners Master Fund III LP (“Master Fund III”)
|
||
|
(xi)
|
Kennedy Lewis GP III LLC (“Fund III GP”)
|
||
|
|
(xii)
|
Darren Richman
|
|
|
(xiii)
|
David Chene
|
||
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
|
|
|
|
|
The address of the principal business office of each of the Reporting Persons is 111 West 33rd St., Suite 1910, New York, NY 10120
|
|
Item 2(c).
|
CITIZENSHIP:
|
|
|
The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:
|
|
|
(i)
|
The Adviser – Delaware
|
|
|
(ii)
|
KLM – Delaware
|
|
|
(iii)
|
Kennedy Lewis Management – Delaware
|
|
(iv)
|
Holdings I – Delaware
|
|
|
(v)
|
Holdings II – Delaware
|
|
|
(vi)
|
Master Fund I – Cayman Islands
|
|
|
(vii)
|
Fund I GP – Delaware
|
|
|
(viii)
|
Master Fund II – Cayman Islands
|
|
|
(ix)
|
Fund II GP – Delaware
|
|
|
(x)
|
Master Fund III – Cayman Island
|
|
|
(xi)
|
Fund III GP – Delaware
|
|
|
|
(xii)
|
Darren Richman – United States
|
|
(xiii)
|
David Chene – United States
|
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
|
|
|
|
|
Common Stock, par value $0.00005 per share ("Common Stock").
|
|
Item 2(e).
|
CUSIP NUMBER:
|
|
|
|
|
|
30322L101
|
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
| Not Applicable | |
|
Item 4.
|
OWNERSHIP.
|
|
|
|
|
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
|
|
|
|
|
Each of the Adviser, KLM, Kennedy Lewis Management, and Messrs. Richman and Chene are the beneficial owners of 10,529,281 shares of Common Stock. Each of Holdings I, Master Fund I and Fund I GP are the beneficial
owners of 2,109,759 shares of Common Stock. Holdings II is the beneficial owner of 8,419,522 shares of Common Stock. Each of Master Fund II and Fund II GP are the beneficial owners of 8,272,532 shares of Common Stock. Each of Master Fund III
and Fund III GP are the beneficial owners of 146,990 shares of Common Stock. The shares of Common Stock held by each of the Adviser, KLM, Kennedy Lewis Management, and Messrs. Richman and Chene represent approximately 11.6%, each of Holdings
I, Master Fund I and Fund I GP represent approximately 2.3%, Holdings II represent approximately 9.3%, each of Master Fund II and Fund II GP represent approximately 9.1%, and each of Master Fund III and Fund III GP approximately 0.2% of the
outstanding shares of Common Stock, based on 90,554,571 shares of Common Stock of the Issuer outstanding as of November 15, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
|
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
|
|
|
|
|
Not applicable.
|
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
|
|
|
|
|
Not applicable.
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
|
|
|
|
|
Not applicable.
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
|
|
|
|
|
Not applicable.
|
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
|
|
|
|
|
Not applicable.
|
|
Item 10.
|
CERTIFICATION.
|
|
|
Not applicable.
|
|
|
|
|
|
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATED: February 11, 2022
|
KENNEDY LEWIS MANAGEMENT LP
|
|||
|
By:
|
|
KLM GP LLC, its general partner
|
|
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Chief Operating Officer
|
|
|
KLM GP LLC
|
|||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Chief Operating Officer
|
|
|
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
|
|||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Chief Operating Officer
|
|
|
KENNEDY LEWIS INVESTMENT HOLDINGS LLC
|
|||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
KENNEDY LEWIS INVESTMENT HOLDINGS II LLC
|
|||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP
|
|||
|
By:
|
Kennedy Lewis GP LLC, its general partner
|
||
|
By:
|
|
Kennedy Lewis Investment Holdings LLC, its managing member
|
|
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
KENNEDY LEWIS GP LLC
|
|||
| By: |
Kennedy Lewis Investment Holdings LLC, its managing member | ||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP
|
|||
| By: |
Kennedy Lewis GP II LLC, its general partner |
||
| By: |
Kennedy Lewis Investment Holdings II LLC, its managing member | ||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
KENNEDY LEWIS GP II LLC
|
|||
|
By:
|
|
Kennedy Lewis Investment Holdings II LLC, its managing member
|
|
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
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 |
||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
KENNEDY LEWIS GP III LLC
|
|||
|
By:
|
|
Kennedy Lewis Investment Holdings II LLC, its managing member
|
|
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
By:
|
|
/s/ Darren Richman
|
|
|
By:
|
|
/s/ David Chene
|
|
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has
reason to believe that such information is inaccurate.
DATED: February 11, 2022
|
KENNEDY LEWIS MANAGEMENT LP
|
|||
|
By:
|
|
KLM GP LLC, its general partner
|
|
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Chief Operating Officer
|
|
|
KLM GP LLC
|
|||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Chief Operating Officer
|
|
|
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
|
|||
|
By:
|
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/s/ Anthony Pasqua
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Name:
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Anthony Pasqua
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Title:
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Chief Operating Officer
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KENNEDY LEWIS INVESTMENT HOLDINGS LLC
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By:
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/s/ Anthony Pasqua
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Name:
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Anthony Pasqua
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Title:
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Authorized Person
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KENNEDY LEWIS INVESTMENT HOLDINGS II LLC
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|||
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By:
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/s/ Anthony Pasqua
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Name:
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Anthony Pasqua
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Title:
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Authorized Person
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KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP
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|||
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By:
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Kennedy Lewis GP LLC, its general partner
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||
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By:
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Kennedy Lewis Investment Holdings LLC, its managing member
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By:
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/s/ Anthony Pasqua
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Name:
|
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Anthony Pasqua
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|
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Title:
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Authorized Person
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|
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KENNEDY LEWIS GP LLC
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|||
| By: |
Kennedy Lewis Investment Holdings LLC, its managing member | ||
|
By:
|
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/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
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Title:
|
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Authorized Person
|
|
|
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP
|
|||
| By: |
Kennedy Lewis GP II LLC, its general partner |
||
| By: |
Kennedy Lewis Investment Holdings II LLC, its managing member | ||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
KENNEDY LEWIS GP II LLC
|
|||
|
By:
|
|
Kennedy Lewis Investment Holdings II LLC, its managing member
|
|
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
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 |
||
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
KENNEDY LEWIS GP III LLC
|
|||
|
By:
|
|
Kennedy Lewis Investment Holdings II LLC, its managing member
|
|
|
By:
|
|
/s/ Anthony Pasqua
|
|
|
Name:
|
|
Anthony Pasqua
|
|
|
Title:
|
|
Authorized Person
|
|
|
By:
|
|
/s/ Darren Richman
|
|
|
By:
|
|
/s/ David Chene
|
|