Jeffrey T. Parks - May 25, 2022 Form 4 Insider Report for ForgeRock, Inc. (FORG)

Role: Director, 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 25, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/27/2022, 09:09 PM
Previous filing: May 26, 2022
Next filing: Jun 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FORG	Class A Common Stock	Award	$0	+9.06K		$0.00	9.06K	May 25, 2022	Direct	F1, F2, F3, F4
transaction	FORG	Class A Common Stock	Award	$0	+2.27K	+25.02%	$0.00	11.3K	May 25, 2022	Direct	F1, F2, F4, F5
holding	FORG	Class A Common Stock						2.94M	May 25, 2022	See Footnote	F6
holding	FORG	Class A Common Stock						611K	May 25, 2022	See Footnote	F7
holding	FORG	Class A Common Stock						1.02M	May 25, 2022	See Footnote	F8

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

Explanation of Responses:

Id	Content
F1	This Form 4 is filed by Jeffrey T. Parks and RCP III AIV L.P., Riverwood Capital 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. (collectively, the "Riverwood Entities"). Mr. Parks is a member of the board of directors of the Issuer (the "Board") and a member of the investment committee of Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP III Ltd. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
F2	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer, subject to the applicable vesting schedule and conditions of each RSU.
F3	The reported securities represent RSUs. 100% of the RSUs will vest on the earlier of (i) May 25, 2023 and (ii) the day before the Issuer's 2023 annual meeting of stockholders, subject to Mr. Park's continued service through the applicable vesting date.
F4	These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes.
F5	The reported securities represent RSUs. 25% of the RSUs will vest on each Quarterly Vesting Date (as defined below) following May 20, 2022, subject to Mr. Park's continued service as a member of the Board, as a member of a committee of the Board, or as chairperson of a committee of the Board, as the case may be, through each applicable vesting date. A "Quarterly Vesting Date" is each of February 20, May 20, August 20 and November 20.
F6	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.
F7	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.
F8	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.