Warren M. Weiss - Sep 15, 2021 Form 3 Insider Report for ForgeRock, Inc. (FORG)

Role
Director
Signature
/s/ Samuel J. Fleischmann, by Power of Attorney for Warren M. Weiss
Stock symbol
FORG
Transactions as of
Sep 15, 2021
Transactions value $
$0
Form type
3
Date filed
9/15/2021, 05:21 PM
Next filing
Sep 22, 2021

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 B Preferred Stock Sep 15, 2021 Common Stock 6.66M See Footnote F1, F2, F3
holding FORG Series B Preferred Stock Sep 15, 2021 Common Stock 101K See Footnote F1, F2, F4
holding FORG Series C Preferred Stock Sep 15, 2021 Common Stock 1.18M See Footnote F1, F2, F3
holding FORG Series C Preferred Stock Sep 15, 2021 Common Stock 18K See Footnote F1, F2, F4
holding FORG Series D Preferred Stock Sep 15, 2021 Common Stock 372K See Footnote F1, F2, F3
holding FORG Series D Preferred Stock Sep 15, 2021 Common Stock 5.66K See Footnote F1, F2, F4
holding FORG Series E Preferred Stock Sep 15, 2021 Common Stock 204K See Footnote F1, F2, F3
holding FORG Series E Preferred Stock Sep 15, 2021 Common Stock 3.11K See Footnote F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 All shares of Series B Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), 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 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 B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock has no expiration date.
F3 Shares are held by Foundation Capital VII, L.P. As a managing member of Foundation Capital Management Co. VII, L.L.C., the general partner of Foundation Capital VII, L.P., Mr. Weiss may be deemed to beneficially own the shares held by Foundation Capital VII, L.P. Mr. Weiss disclaims beneficial ownership of the shares held by Foundation Capital VII, L.P., except to the extent of his pecuniary interest therein.
F4 Shares are held by Foundation Capital VII Principals Fund, L.L.C. As a managing member of Foundation Capital Management Co. VII, L.L.C., the manager of Foundation Capital VII Principals Fund, L.L.C., Mr. Weiss may be deemed to beneficially own the shares held by Foundation Capital VII Principals Fund, L.L.C. Mr. Weiss disclaims beneficial ownership of the shares held by Foundation Capital VII Principals Fund, L.L.C., except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney