SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

block.one Investments 1

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Interactive Strength, Inc. [ TRNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/02/2023		P⁽¹⁾		187,500⁽¹⁾	A	$8⁽¹⁾	3,205,491	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock	05/02/2023		C⁽²⁾		24,046⁽²⁾	A	⁽²⁾	3,229,537	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock	05/02/2023		J⁽³⁾		46⁽³⁾	D	$8⁽³⁾	3,229,491	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock	05/02/2023		C⁽⁴⁾		147,288⁽⁴⁾	A	⁽⁴⁾	3,376,779	I	See Footnotes⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants⁽²⁾	⁽²⁾	05/02/2023		C			24,046⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	24,046	$0	0	I	See Footnotes⁽⁵⁾⁽⁶⁾
Convertible Notes⁽³⁾	⁽³⁾	05/02/2023		C			$1,178,308.92⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	147,288⁽³⁾	$0	0	I	See Footnotes⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

block.one Investments 1

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

block.one

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blumer Brendan Francis

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Yuan Kokuei

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bliss Andrew

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects the purchase of shares of common stock of the Issuer ("Common Stock") by block.one Investments 1 ("Investments 1") from the Issuer upon the closing of the Issuer's Initial Public Offering ("IPO") at the IPO price of $8.00 per share.

2. Reflects the exempt automatic conversion pursuant to Rule 16b-6 of warrants to purchase shares of Common Stock ("Warrants") on a net conversion basis upon the closing of the IPO into a number of shares of Common Stock determined based on the IPO price of $8.00 per share. The Warrants have an exercise price of $0.015 per share and expire at 5:00 p.m. Pacific Time on November 13, 2032 or such earlier date and time on which the Warrant ceases to be exercisable in accordance with the terms of the Warrant. The amount of Warrants reflected in this Form 4 corrects the number of Warrants held by Investments 1, which was incorrectly reported on the Form 3 filed by the Reporting Persons with the SEC on April 27, 2023 due to an inadvertent administrative error.

3. Reflects the automatic withholding of shares of Common Stock by the Issuer upon the automatic net conversion of the Warrants on the closing of the IPO pursuant to the terms of the Warrants at the IPO price of $8.00 per share.

4. Reflects the exempt automatic conversion pursuant to Rule 16b-6 of convertible note of the Issuer (the "Convertible Note") held by Investments 1 upon the closing of the IPO into a number of shares of Common Stock equal to (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such Convertible Notice through May 2, 2023 ($1,178,308.92) and (ii) $8.00 (the IPO price per share of Common Stock). The Convertible Notes were issued to Investments 1 on November 13, 2022 and have a maturity date of November 13, 2023.

5. Investments 1 is a wholly-owned subsidiary of block.one. Each of Kokuei Yuan and Andrew Bliss are directors of Investments 1. Each of Brendan Francis Blumer and Messrs. Yuan and Bliss are directors of block.one.

6. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	By: /s/ block.one Investments 1, By: /s/ Stephen Ellis, Authorized Signatory	05/04/2023
	By: /s/ block.one, By: /s/ Andrew Bliss, Authorized Signatory	05/04/2023
	By: /s/ Brendan Francis Blumer	05/04/2023
	By: /s/ Kokuei Yuan	05/04/2023
	By: /s/ Andrew Bliss	05/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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