Sec Form 13D Filing - Congdon Jonathan filing for Beachbody Company Inc. (BODY) - 2024-05-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

The Beachbody Company, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

073463309

(CUSIP Number)

Jonathan Congdon

c/o Rockefeller Capital Management

321 Broadway, Suite 300

Saratoga Springs, NY 12866-4110

(518) 886-3445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 13, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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 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, as amended (the “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).

Amendment No. 3 to Schedule 13D

This Amendment Number 3 (this “Amendment”) amends the statement on Schedule 13D initially filed with the United States Securities and Exchange Commission (the “SEC”) by Jonathan Congdon on July 8, 2021, as previously amended on February 28, 2024 and March 25, 2024 (as amended, the “Schedule 13D”), with respect to the Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of The Beachbody Company, Inc., a Delaware corporation (the “Issuer”).

This Amendment is being filed to report and reflect a reduction in the beneficial ownership of the Issuer’s capital stock primarily in connection with sales of shares of Class A Common Stock.

This Amendment amends and supplements the Schedule 13D as set forth herein. Except as expressly provided herein, all Items of the Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to them in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The Reporting Person beneficially owns 238,093 shares of the Class A Common Stock, or approximately 5.75% of the outstanding shares of Class A Common Stock. This percentage is based on 4,142,743 shares of Class A Common Stock outstanding on April 30, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on May 6, 2024.

(b) The Reporting Person has the sole power to vote and dispose, or direct the disposition, of 238,093 shares of the Class A Common Stock.

(c) The Reporting Person has not engaged in any transaction with respect to the Class A Common Stock or Class X Common Stock during the sixty days prior to the date of filing of this Amendment, other than sales in open market transactions set forth below:

(d) Not applicable.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 14, 2024