0000899243-21-028372.txt : 20210714 0000899243-21-028372.hdr.sgml : 20210714 20210714190450 ACCESSION NUMBER: 0000899243-21-028372 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210714 FILED AS OF DATE: 20210714 DATE AS OF CHANGE: 20210714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Richman Darren CENTRAL INDEX KEY: 0001594474 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 211091300 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHENE DAVID CENTRAL INDEX KEY: 0001797237 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 211091299 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLM GP LLC CENTRAL INDEX KEY: 0001797767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 211091301 BUSINESS ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY LEWIS INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001797634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40590 FILM NUMBER: 211091302 BUSINESS ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: F45 Training Holdings Inc. CENTRAL INDEX KEY: 0001788717 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 383978689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 236 CALIFORNIA STREET CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 8189628791 MAIL ADDRESS: STREET 1: 236 CALIFORNIA STREET CITY: EL SEGUNDO STATE: CA ZIP: 90245 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-14 0 0001788717 F45 Training Holdings Inc. FXLV 0001797634 KENNEDY LEWIS INVESTMENT MANAGEMENT LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001797767 KLM GP LLC 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001594474 Richman Darren 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 0001797237 CHENE DAVID 111 WEST 33RD STREET, SUITE 1910 NEW YORK NY 10120 1 0 1 0 Convertible Notes Common Stock 2109759 I See Footnotes Convertible Notes Common Stock 8169522 I See Footnotes These securities of F45 Training Holdings Inc. (the "Issuer") are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I"). These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund I, the "Funds"). Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds. Kennedy Lewis GP LLC ("Fund I GP") is the general partner of Master Fund I. Kennedy Lewis Investment Holdings LLC ("Holdings I") is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings I. (Continued from footnote 3) Each of Fund I GP and Holdings I may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund I due to their relationship with Master Fund I. Kennedy Lewis GP II LLC ("Fund II GP") is the general partner Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund II due to their relationship with Master Fund II. (Continued from footnote 4) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of each of Holdings I and Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by each of the Funds due to their relationships with the Funds. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Represents approximately $14.2 million principal amount of the Issuer's convertible notes ("Convertible Notes") held directly by Master Fund I. Such Convertible Notes are presently convertible and will automatically convert into 2,109,759 shares of the Issuer's Common Stock immediately prior to the consummation of the Issuer's initial public offering of Common Stock. The Convertible Notes mature five years after the initial October 6, 2020 issuance date. Represents approximately $55.0 million principal amount of Convertible Notes held directly by Master Fund II. Such Convertible Notes are presently convertible and will automatically convert into 8,169,522 shares of the Issuer's Common Stock immediately prior to the consummation of the Issuer's initial public offering of Common Stock. The Convertible Notes mature five years after the initial October 6, 2020 issuance date. Due to limitations of the electronic filing system, certain of the reporting persons, including Kennedy Lewis Management LP, Kennedy Lewis Capital Partners Master Fund LP, Kennedy Lewis GP LLC, Kennedy Lewis Investment Holdings LLC, Kennedy Lewis Capital Partners Master Fund II LP, Kennedy Lewis GP II LLC, and Kennedy Lewis Investment Holdings II LLC, are filing a separate Form 4. 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. KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2021-07-14 KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2021-07-14 DARREN RICHMAN, Name: /s/ Darren Richman 2021-07-14 DAVID CHENE, Name: /s/ David Chene 2021-07-14 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                         Form 3 Joint Filer Information

Name:                                   KLM GP LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      07/14/2021


Name:                                   Darren Richman

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      07/14/2021


Name:                                   David Chene

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      07/14/2021