Paul Luc Robert Heyvaert - Mar 21, 2022 Form 4 Insider Report for Forge Global Holdings, Inc. (FRGE)

Signature
/s/ Kristy Trieste, as attorney in fact for Paul Luc Robert Heyvaert
Stock symbol
FRGE
Transactions as of
Mar 21, 2022
Transactions value $
$0
Form type
4
Date filed
3/23/2022, 07:18 PM
Previous filing
Dec 6, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FRGE Common Stock Options Exercise +10.2M 10.2M Mar 21, 2022 See footnotes F1, F2, F3, F4
transaction FRGE Common Stock Purchase +14M +136.85% 24.2M Mar 21, 2022 See footnotes F3, F4, F5, F6

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 FRGE Class B Ordinary Shares Options Exercise -10.2M -100% 0 Mar 21, 2022 Common Stock See footnotes F1, F2, F3, F4
transaction FRGE Warrants (right to buy) Purchase +4.67M +63.18% 12.1M Mar 21, 2022 Common Stock 4.67M $11.50 See footnotes F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in Motive Capital Corp's ("Motive" and the former name of the Issuer) registration statement on Form S-1 (File No. 333-250947) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, were automatically convertible into Class A ordinary shares of the Issuer concurrently with or immediately following the consummation of its initial business combination (the "Business Combination") on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.
F2 On March 21, 2022, Motive consummated the Business Combination with Forge Global, Inc. In connection with the Business Combination and the transactions contemplated thereby (including the domestication of Motive from the Cayman Islands into Delware), each Class B ordinary share converted into one share of Common Stock of the Issuer. Upon consummation of the Business Combination, the Class A ordinary shares were redesignated as common stock (without class designation).
F3 The 10,230,000 shares reported herein are held directly by Motive Capital Funds Sponsor, LLC (the "Sponsor"). The Sponsor also owns warrants to purchase 7,386,667 shares of Common Stock at an exercise price of $11.50. The manager of the Sponsor is Motive Partners GP, LLC (the "Manager"). The sole member of Motive Partners GP, LLC is Rob Exploration LLC ("Exploration") where the reporting person is the sole member. Each of Motive Partners GP, LLC, Rob Exploration LLC and the reporting person may be deemed to have beneficial ownership of the shares and warrants.
F4 As such, Manager, Exploration and the reporting person may be deemed to have voting and investment discretion with respect to the securities held by the Sponsor and each disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Manager, Exploration, or the reporting person of all of the reported securities for purposes of Section 16 or for any other purpose.
F5 On March 21, 2022, in connection with the Business Combination, certain fund vehicles indirectly managed by the Manager (the "A&R FPA Investors") purchased a total of 14,000,000 Forward Purchase Units pursuant to an Amended & Restated Forward Purchase Agreement at a price of $10 per unit (with such units separating into 14,000,000 shares of Common Stock and warrants to purchase 4,666,664 shares of Common Stock at an exercise price of $11.50). Each of Manager, Exploration and the reporting person may be deemed to have beneficial ownership of the shares and the warrants (the "Securities").
F6 As such, Manager, Exploration and the reporting person may be deemed to have voting and investment discretion with respect to the Securities held by the A&R FPA Investors and each disclaims beneficial ownership of these Securities except to the extent of their pecuniary interest therein, and the inclusion of the Securities in this report shall not be deemed an admission of beneficial ownership by Manager, Exploration or the reporting person of all of the reported Securities for purposes of Section 16 or for any other purpose.