Beachbody Company Inc (BODY)

[LowMarketCap]

Info on $BODY Share Structure// insiders ownership disclosure: Class A & Class X /non-tradable and Restricted.

I was checking and double checking the no of shares that are reported on different financial venues, for Outstanding Shares count:
Yahoo Finances: https://finance.yahoo.com/quote/BODY/key-statistics/
Shares Outstanding 5 168.22M
Implied Shares Outstanding 6 309.47M

or Finviz: https://finviz.com/quote.ashx?t=body
Shs Outstand 304.60M
They assume the large pool of management RESTRICTED shares, (namely the common X) as fully diluted even tho they do NOT make part of issued and OS common A's

The only Venue that seems to get the FACTS straight is OTC Markets.com
https://www.otcmarkets.com/stock/BODY/security
168,218,173 outstanding shares of Class A Common Stock
as on November 10, 2021



is a huge difference on reported % ownership and all others ratio's Finviz and yahoo have if using implied fully diluted shares as Outstanding reported at 300 mils that puts the MK @ 700 mils

the Q3 reporting and Otc market disclosures are using the OS as it is mainly commons A available and issued into the market, for 168 mils which puts the MK at 400 mils see huge difference..

for Company with 800 mils in annul Revs to have a Market Cap of 400 mils

So where the confusion comes out?..
Let's have a look at the fillings!!
Stockholders' equity: Q3 sec file: https://www.otcmarkets.com/filing/html?id=15356293&guid=_CSwkK1YE6yJnch

168,218,173 Class A shares issued and outstanding at September 30, 2021

141,250,310 Class X shares issued and outstanding at September 30, 2021

Those shares X are RESTRICTED per CHARTER's disclosure:
Pursuant to the Issuer’s charter, upon the earlier of
(a) the date is no longer providing services to the Company as a senior executive officer or director of the Company
or (b) the date on which the holders of Class X Common Stock as of the Closing Date have sold 75% of their shares (other than pursuant to certain permitted transfers),
each share of Class X Common Stock will be converted to one share of Class A Common Stock.

and NO Class C shares issued and outstanding at September 30, 2021 and

Main Players A and X'es...
A's making up for the OUTSTANDING, in dif ownership ratios,
X's making up for the RESTRICTED, shares that are held in a TRUST fund, that cannot be converted unless special circumstances.. as follows!!

Share X tho.. IMO, they are NOT to be included into the OS as they are not converted into A's and they no not make up the tradable OS
Class X CEO ownership interest filed SEC https://www.sec.gov/Archives/edgar/data/1826889/000089924321026737/xslF345X03/doc4.xml

see SEC docs: Def and RECITALS https://www.sec.gov/Archives/edgar/data/1826889/000119312521206543/d149423dex103.htm
or the full merger agreement filed SEC https://www.sec.gov/Archives/edgar/data/0001826889/000119312521176895/d111487d424b3.htm

Who owns what?
The common shares A, is pretty straight forward, as ownership for both institutional and insiders can be accessed on
Whale Wisdomw: https://whalewisdom.com/stock/body
or Fintel: https://fintel.io/so/us/body or



Schedule 1, Beachbody owners are as follows::
Signature Page to Amended and Restated Registration Rights Agreement]
________________________________________
Table of Contents
Schedule 1
Beachbody Holders
RPIII Rainsanity LP
RPIII Rainsanity Co-Invest 1 LLC
RPIII Rainsanity Co-Invest 2 LLC
RPIII Rainsanity Co-Invest 3 LLC
https://www.sec.gov/Archives/edgar/data/1826889/000119312521208556/d363480dsc13d.htm

Carl Daikeler & Isabelle Brousseau Daikeler Revocable Trust
0.0% of the Class A Common Stock and
94.6% of the Class X Common Stock (2) (3) No conversion unless >> condition are satisfied,
https://www.sec.gov/Archives/edgar/data/1826889/000119312521210943/d173696dsc13d.htm

(1)Includes 133,649,614 shares of Class X Common Stock owned by the Carl Daikeler & Isabelle Brousseau Daikeler Revocable Trust, over which Mr. Daikeler has sole voting and dispositive power.
(2) Calculations of the percentage of the shares of Class A Common Stock and Class X Common Stock beneficially owned assumes 163,175,632 shares of Class A Common Stock and 141,250,310 shares of Class X Common Stock outstanding, based on information included in the Issuer’s Current Report on Form 8-K filed on July 1, 2021.
(3) Pursuant to the Issuer’s charter, upon the earlier of
(a) The date Mr. Daikeler is no longer providing services to the Company as a senior executive officer or director of the Company or
(b) The date on which the holders of Class X Common Stock as of the Closing Date have sold 75% of their shares (other than pursuant to certain permitted transfers),
ONLY in THOSE a) or b) conditions
(Each share of Class X Common Stock will be converted to one share of Class A Common Stock.)

Michael J. Heller
Ava Daikeler 2012 Irrevocable Trust
Daniel Daikeler 2012 Irrevocable Trust
Lauren & Michael Heller 2014 Trust
Dropped his interest in Beachbody , to
3,916,892 shares of Class A Common Stock, or approximately 2.3% of the outstanding Class A Common Stock
Item 3 of the Schedule 13D is supplemented by the following:
Effective as of November 16, Mr. Heller resigned as trustee of the Ava Daikeler 2012 Irrevocable Trust and the Daniel Daikeler 2012 Irrevocable Trust and, as a result no longer has voting or dipositive power over the 7,600,696 shares of Class X Common Stock held by the Trusts, and thus is no longer deemed the beneficial owner of such shares.
per SEC filing https://www.otcmarkets.com/filing/html?id=15456930&guid=_CSwkK1YE6yJnch

Initial registration

Exit disclosure



Jonathan L. Congdon Revocable Trust
Includes 17,376,629 shares of Class A Common 10.6% of the Class A Common StocK
Stock https://www.sec.gov/Archives/edgar/data/1826889/000119312521210933/d197065dsc13d.htm
First American Trust of Nevada, LLC, Trustee of the Congdon Children’s Trust dated 10/30/2020 fbo Gigi Congdon
First American Trust of Nevada, LLC, Trustee of the Congdon Family Irrevocable Trust dated 10/30/2020


Other listed insiders with minority options and interest ownership.
Tricia Small
Musch Trail Trust
Jonathan Gelfand

Or Check Whale Wisdom https://whalewisdom.com/stock/body


Institutional owners







#Beachbody $BODY #Insiders
Beachbody Restricted Shares
Beachbody Institutional ownership
$BODY #shorts ; $body short interest