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Kennedy Lewis Capital Partners Master Fund III LP's Form 4 filing

F45 Training Holdings Inc. (FXLV) · filed Dec 3, 2021

Accession no.
0000899243-21-046822
Filed
Dec 3, 2021, 5:20 PM ET
Trade date
Nov 29-30, 2021
Filing delay
4 daysLate
Rule 10b5-1 plan
Not on the form (before 2023)

This filing lists 2 non-derivative transactions. Open-market purchases total $1.56M. It was filed 4 days after the trade, past the 2-business-day deadline.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Kennedy Lewis Capital Partners Master Fund III LPCIK 0001896898Director, 10% Owner
Kennedy Lewis GP III LLCCIK 0001897209Director, 10% Owner

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Nov 29, 2021Common StockPPurchaseAcquired+73,495$10.73F7+$788,601.3573,495Indirect
Nov 30, 2021Common StockPPurchaseAcquired+73,495$10.44F8+$767,287.8146,990Indirect

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F7

The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $10.07 to $10.90, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (7) and (8) to this Form 4.

Referenced by the price of 1 transaction in Table I.

F8

The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $10.21 to $10.64, inclusive.

Referenced by the price of 1 transaction in Table I.

Remarks

The trades were previously reported by Kennedy Lewis Management LP, Kennedy Lewis Capital Partners Master Fund II LP, Kennedy Lewis GP II LLC, Kennedy Lewis Investment Holdings II LLC, KLM GP LLC, Kennedy Lewis Investment Management LLC, Darren Richman and David Chene on Form 4s filed on December 1, 2021. Darren Richman, a managing member of each of Kennedy Lewis Investment Management LLC, Kennedy Lewis Investment Holdings LLC, and Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of F45 Training Holdings Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Richman are deemed directors by deputization of the Issuer.

Read the full filing on SEC EDGAR (opens in a new tab)