Foundation Capital Management Co. VII, L.L.C. - Sep 15, 2021 Form 3 Insider Report for ForgeRock, Inc. (FORG)

Role: 10%+ Owner
Signature: Foundation Capital Management Co. VII, L.L.C., by /s/ Warren M. Weiss, Manager
Stock symbol: FORG
Transactions as of: Sep 15, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/15/2021, 05:27 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, F4
holding	FORG	Series B Preferred Stock							Sep 15, 2021	Common Stock	101K		See Footnote	F1, F2, F4, F5
holding	FORG	Series C Preferred Stock							Sep 15, 2021	Common Stock	1.18M		See Footnote	F1, F2, F3, F4
holding	FORG	Series C Preferred Stock							Sep 15, 2021	Common Stock	18K		See Footnote	F1, F2, F4, F5
holding	FORG	Series D Preferred Stock							Sep 15, 2021	Common Stock	372K		See Footnote	F1, F2, F3, F4
holding	FORG	Series D Preferred Stock							Sep 15, 2021	Common Stock	5.66K		See Footnote	F1, F2, F4, F5
holding	FORG	Series E Preferred Stock							Sep 15, 2021	Common Stock	204K		See Footnote	F1, F2, F3, F4
holding	FORG	Series E Preferred Stock							Sep 15, 2021	Common Stock	3.11K		See Footnote	F1, F2, 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 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. Foundation Capital Management Co. VII, L.L.C. is the general partner of Foundation Capital VII, L.P. Consequently, Foundation Capital Management Co. VII, L.L.C. may be deemed to beneficially own the shares held by Foundation Capital VII, L.P.
F4	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such 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 Persons are the beneficial owners of any securities reported herein.
F5	Shares are held by Foundation Capital VII Principals Fund, L.L.C. Foundation Capital Management Co. VII, L.L.C. is the manager of Foundation Capital VII Principals Fund, L.L.C. Consequently, Foundation Capital Management Co. VII, L.L.C. may be deemed to beneficially own the shares held by Foundation Capital VII Principals Fund, L.L.C.