Sec Form 13D Filing - KENNEDY LEWIS MANAGEMENT LP filing for F45 TRAINING HLDGS INC (FXLV) - 2022-10-18

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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
______________________________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
 
______________________________________________
F45 Training Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.00005 per share
(Title and Class of Securities)
30322L101
(CUSIP Number)
Anthony Pasqua
Kennedy Lewis Management LP
111 W 33rd Street, Suite 1910
New York, NY 10120
(212) 782-3480 
Daniel I. Fisher
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
(212) 872-1000 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 12, 2022
(Date of Event Which Requires Filing of Statement)
 
______________________________________________
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
*
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 disclosures provided in a prior cover page.
The information required on 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)
 
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis Management LP
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Delaware
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
14,061,993
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
14,061,993
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
14,061,993
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
14.6%
(14)
 
Type of Reporting Person (See Instructions):
 
PN, IA
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
KLM GP LLC
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Delaware
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
14,061,993
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
14,061,993
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
14,061,993
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
14.6%
(14)
 
Type of Reporting Person (See Instructions):
 
OO, HC
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis Investment Management LLC
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Delaware
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
14,061,993
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
14,061,993
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
14,061,993
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
14.6%
(14)
 
Type of Reporting Person (See Instructions):
 
OO, HC
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis Investment Holdings LLC
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Delaware
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
2,109,759
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
2,109,759
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,109,759
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
2.2%
(14)
 
Type of Reporting Person (See Instructions):
 
OO
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis Investment Holdings II LLC
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Delaware
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
11,952,234
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
11,952,234
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
11,952,234
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
12.4%
(14)
 
Type of Reporting Person (See Instructions):
 
OO
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis Capital Partners Master Fund LP
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
WC
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Cayman Islands
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
2,109,759
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
2,109,759
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,109,759
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
2.2%
(14)
 
Type of Reporting Person (See Instructions):
 
PN
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis GP LLC
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Delaware
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
2,109,759
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
2,109,759
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,109,759
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
2.2%
(14)
 
Type of Reporting Person (See Instructions):
 
OO
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis Capital Partners Master Fund II LP
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
WC
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Cayman Islands
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
9,728,141
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
9,728,141
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
9,728,141
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
10.1%
(14)
 
Type of Reporting Person (See Instructions):
 
PN
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis GP II LLC
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Delaware
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
9,728,141
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
9,728,141
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
9,728,141
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
10.1%
(14)
 
Type of Reporting Person (See Instructions):
 
OO
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis Capital Partners Master Fund III LP
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
WC
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Cayman Islands
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
2,224,093
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
2,224,093
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,224,093
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
2.3%
(14)
 
Type of Reporting Person (See Instructions):
 
PN
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Kennedy Lewis GP III LLC
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
Delaware
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
2,224,093
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
2,224,093
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,224,093
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
2.3%
(14)
 
Type of Reporting Person (See Instructions):
 
OO
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
Darren Richman
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
USA
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
14,061,993
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
14,061,993
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
14,061,993
(12)
 
Check if the Aggregate Amount in Ro w (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
14.6%
(14)
 
Type of Reporting Person (See Instructions):
 
IN, HC
Schedule 13D
CUSIP No. 30322L101
 
             
(1)
 
Name of Reporting Persons:
 
David Chene
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
 
(3)
 
SEC Use Only:
 
(4)
 
Source of Funds (See Instructions):
 
AF
(5)
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
☐
(6)
 
Citizenship or Place of Organization:
 
USA
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
 
(7)
 
Sole Voting Power
 
14,061,993
 
(8)
 
Shared Voting Power
 
0
 
(9)
 
Sole Dispositive Power
 
14,061,993
 
(10)
 
Shared Dispositive Power
 
0
             
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
14,061,993
(12)
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
☐
(13)
 
Percent of Class Represented by Amount in Row (11):
 
14.6%
(14)
 
Type of Reporting Person (See Instructions):
 
IN, HC
AMENDMENT NO. 2 TO SCHEDULE 13D

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Kennedy Lewis Management LP (the “Adviser”), KLM GP LLC (“KLM”), Kennedy Lewis Investment Management LLC (“Kennedy Lewis Investment Management”), Kennedy Lewis Investment Holdings LLC (“Holdings I”), Kennedy Lewis Investment Holdings II LLC (“Holdings II”), Kennedy Lewis Capital Partners Master Fund LP (“Master Fund I”), Kennedy Lewis GP LLC (“Fund I GP”), Kennedy Lewis Capital Partners Master Fund II LP (“Master Fund II”), Kennedy Lewis GP II LLC (“Fund II GP”), Kennedy Lewis Capital Partners Master Fund III LP (“Master Fund III”), Kennedy Lewis GP III LLC (“Fund III GP”), Darren Richman and David Chene (collectively, the “Reporting Persons”) on August 31, 2022, as amended by Amendment No. 1 filed on September 30, 2022. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 4.
PURPOSE OF TRANSACTION

Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

On October 12, 2022, Darren Richman submitted his resignation (the “Resignation”) from the Issuer’s Board of Directors (the “Board”).  In connection with the Resignation, the Adviser submitted the nomination of Eugene I. Davis to fill the vacancy on the Board created by the Resignation.  As previously disclosed, pursuant to the terms of the Stockholders’ Agreement, for so long as the Adviser, together with its affiliates, continues to beneficially own at least 30% of the shares of Common Stock issued upon conversion of the Convertible Notes (subject to adjustment for stock splits and similar transactions), the Adviser will have the right to designate one nominee for election to the Board (the “Designee”). Pursuant to the Stockholders’ Agreement, the Issuer is obligated to take all necessary actions within its control to fill the vacancy caused by the resignation of the Designee as promptly as practicable following the designation of a replacement director by the Adviser.

The Resignation will be effective immediately prior to the appointment of Mr. Davis to the Board.  Mr. Davis is not an employee or otherwise affiliated with the Adviser or its affiliates.


SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of October 18, 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:
 
Authorized Person
 
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< /u>
Name:
 
Anthony Pasqua
Title:
 
Authorized Person
   
By:
 
/s/ Darren Richman
   
By:
 
/s/ David Chene