Paul S. Madera - Sep 15, 2021 Form 3 Insider Report for ForgeRock, Inc. (FORG)

Role
Director, 10%+ Owner
Signature
/s/ Samuel J. Fleischmann, by Power of Attorney for Paul S. Madera
Stock symbol
FORG
Transactions as of
Sep 15, 2021
Transactions value $
$0
Form type
3
Date filed
9/15/2021, 05:17 PM
Next filing
Sep 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FORG Common Stock 388K Sep 15, 2021 By: Meritech Capital Partners IV L.P. F1, F2, F3
holding FORG Common Stock 9.58K Sep 15, 2021 By: Meritech Capital Affiliates IV L.P. F1, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FORG Series C Preferred Stock Sep 15, 2021 Common Stock 2.73M By: Meritech Capital Partners IV L.P. F1, F2, F3, F5
holding FORG Series C Preferred Stock Sep 15, 2021 Common Stock 67.5K By: Meritech Capital Affiliates IV L.P. F1, F3, F4, F5
holding FORG Series D Preferred Stock Sep 15, 2021 Common Stock 376K By: Meritech Capital Partners IV L.P. F1, F2, F3, F5
holding FORG Series D Preferred Stock Sep 15, 2021 Common Stock 9.28K By: Meritech Capital Affiliates IV L.P. F1, F3, F4, F5
holding FORG Series E Preferred Stock Sep 15, 2021 Common Stock 459K By: Meritech Capital Partners IV L.P. F1, F2, F3, F5
holding FORG Series E Preferred Stock Sep 15, 2021 Common Stock 11.3K By: Meritech Capital Affiliates IV L.P. F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 All shares of Series C Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), Series D Preferred Stock, par value $0.001 per share ("Series D Preferred Stock") and Series E Preferred Stock, par value $0.001 per share ("Series E Preferred Stock"), of ForgeRock, Inc. (the "Issuer") will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.001 per share ("Class A Common Stock"), without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.001 per share ("Class B Common Stock").
F2 Shares are held by Meritech Capital Partners IV L.P. ("MCP IV"). Meritech Capital Associates IV L.L.C. ("GP IV"), the general partner of MCP IV, has sole voting and dispositive power with respect to the shares held by MCP IV. The Reporting Person is a managing member of GP IV and shares voting and dispositive power with respect to the shares held by MCP IV.
F3 The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
F4 Shares are held by Meritech Capital Affiliates IV L.P. ("MCA IV"). GP IV, the general partner of MCA IV, has sole voting and dispositive power with respect to the shares held by MCP IV. The Reporting Person is a managing member of GP IV and shares voting and dispositive power with respect to the shares held by MCP IV.
F5 Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Each of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney