Riverwood Capital Partners III (Parallel - A) L.P. - May 2, 2022 Form 4 Insider Report for ForgeRock, Inc. (FORG)

Role
10%+ Owner
Signature
/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P.
Stock symbol
FORG
Transactions as of
May 2, 2022
Transactions value $
$0
Form type
4
Date filed
5/4/2022, 04:46 PM
Previous filing
Feb 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FORG Common Stock Conversion of derivative security +2.25M +327.73% 2.94M May 2, 2022 See Footnote F1, F2, F3
transaction FORG Common Stock Conversion of derivative security +468K +327.73% 611K May 2, 2022 See Footnote F1, F3, F4
transaction FORG Common Stock Conversion of derivative security +780K +327.73% 1.02M May 2, 2022 See Footnote F1, F3, F5

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
transaction FORG Class B Common Stock Conversion of derivative security -2.25M -57.83% 1.64M May 2, 2022 Class A Common Stock 2.25M See Footnote F1, F2, F3
transaction FORG Class B Common Stock Conversion of derivative security -468K -57.83% 341K May 2, 2022 Class A Common Stock 468K See Footnote F1, F3, F4
transaction FORG Class B Common Stock Conversion of derivative security -780K -57.83% 569K May 2, 2022 Class A Common Stock 780K See Footnote F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the 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 and upon certain other conditions.
F2 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.
F3 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.
F4 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.
F5 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.