| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FORG | Class A Common Stock | Disposed to Issuer | -$263K | -11.3K | -100% | $23.25 | 0 | Aug 23, 2023 | Direct | F1, F2, F3, F4 |
| transaction | FORG | Class A Common Stock | Disposed to Issuer | -$68.3M | -2.94M | -100% | $23.25 | 0 | Aug 23, 2023 | By: RCP III AIV L.P. | F2, F3, F5 |
| transaction | FORG | Class A Common Stock | Disposed to Issuer | -$14.2M | -611K | -100% | $23.25 | 0 | Aug 23, 2023 | By: Riverwood Capital Partners III (Parallel-A) L.P. | F2, F3, F6 |
| transaction | FORG | Class A Common Stock | Disposed to Issuer | -$23.7M | -1.02M | -100% | $23.25 | 0 | Aug 23, 2023 | By: Riverwood Capital Partners Ill (Parallel-B) L.P. | F2, F3, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$38.2M | -1.64M | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 1.64M | $0.00 | By: RCP III AIV L.P. | F3, F5, F8, F9 |
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$7.94M | -341K | -100% | $23.25 | 0 | Aug 23, 2023 | Common Stock | 341K | $0.00 | By: Riverwood Capital Partners III (Parallel-A) L.P. | F3, F6, F8, F9 |
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$13.2M | -569K | -100% | $23.25 | 0 | Aug 23, 2023 | Common Stock | 569K | $0.00 | By: Riverwood Capital Partners Ill (Parallel-B) L.P. | F3, F7, F8, F9 |
Jeffrey T. Parks is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 board of directors of ForgeRock, Inc. (the "Issuer") and a member of the investment committee of Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP III Ltd. This fling 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 | Represents shares of Class A common stock that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Project Fortress Merger Sub, Inc. by and into Issuer pursuant to an Agreement and Plan of Merger, dated October 10, 2022, by and among the Issuer, Project Fortress Parent, LLC, and Project Fortress Merger Sub, Inc. (the "Merger Agreement"). |
| F3 | In connection with the Merger, these shares were cancelled and converted into the right to receive a cash payment per share of $23.25, without interest, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration"). |
| 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 | 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 beneficially own the shares held by RCP III AIV L.P. |
| F6 | 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 (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 beneficially own the shares held by Riverwood Capital Partners III (Parallel-A) L.P. |
| F7 | 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 (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 beneficially own the shares held by Riverwood Capital Partners III (Parallel-B) L.P. |
| F8 | In connection with the Merger, these shares were cancelled and converted into the right to receive the Merger Consideration. |
| F9 | Represents shares of Class B common stock that were disposed of at the Effective Time of the Merger pursuant to the Merger Agreement. |
The foregoing descriptions in the footnotes to this Form 4 are qualified in its entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the description above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.