Riverwood Capital Partners III (Parallel - A) L.P. - Sep 15, 2021 Form 3/A - Amendment Insider Report for ForgeRock, Inc. (FORG)

Role: Director, 10%+ Owner
Signature: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P.
Stock symbol: FORG
Transactions as of: Sep 15, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 9/21/2021, 09:51 PM
Date Of Original Report: Sep 15, 2021
Next filing: Sep 27, 2021

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

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	FORG	Series E Preferred Stock	Sep 15, 2021	Common Stock	3.33M	See Footnote	F1, F2, F3, F4
holding	FORG	Series E Preferred Stock	Sep 15, 2021	Common Stock	693K	See Footnote	F1, F2, F4, F5
holding	FORG	Series E Preferred Stock	Sep 15, 2021	Common Stock	1.16M	See Footnote	F1, F2, F4, F6
holding	FORG	Series E-1 Preferred Stock	Sep 15, 2021	Common Stock	1.25M	See Footnote	F1, F2, F3, F4
holding	FORG	Series E-1 Preferred Stock	Sep 15, 2021	Common Stock	259K	See Footnote	F1, F2, F4, F5
holding	FORG	Series E-1 Preferred Stock	Sep 15, 2021	Common Stock	432K	See Footnote	F1, F2, F4, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	All shares of Series E Preferred Stock, par value $0.001 per share ("Series E Preferred Stock") and Series E-1 Preferred Stock, par value $0.001 per share ("Series E-1 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 E Preferred Stock and Series E-1 Preferred Stock has no expiration date.
F3	Shares are held by RCP III AIV L.P. Riverwood Capital III L.P. is the general partner of RCP III AIV L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to be beneficially own the shares held by RCP III AIV 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 Riverwood Capital Partners III (Parallel-A) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners III (Parallel-A) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to be beneficially own the shares held by Riverwood Capital Partners III (Parallel-A) L.P.
F6	Shares are held by Riverwood Capital Partners III (Parallel-B) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners III (Parallel-B) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to be beneficially own the shares held by Riverwood Capital Partners III (Parallel-B) L.P. RCP III AIV L.P., Riverwood Capital Partners III L.P., Riverwood Capital GP III Ltd., Riverwood Capital Partners III (Parallel-A) L.P. and Riverwood Capital Partners III (Parallel-B) L.P. are referred to collectively herein as the "Riverwood Entities").

Remarks:

Jeffrey T. Parks is a member of the board of director of the Issuer and a member of the investment committee and a shareholder of Riverwood Capital GP III Ltd. He disclaims beneficial ownership with respect to the shares beneficially owned by the Riverwood Entities except to the extent of his pecuniary interest therein. This amendment is being filed solely to include Riverwood Capital III L.P., RCP III AIV L.P. and Riverwood Capital GP III Ltd. as reporting persons. No other changes to the substance of this form have been made.