Kelly Rodriques - Mar 21, 2022 Form 3 Insider Report for Forge Global Holdings, Inc. (FRGE)

Role
Chief Executive Officer, Director
Signature
/s/ Norbert Ngethe, Attorney-in-Fact
Stock symbol
FRGE
Transactions as of
Mar 21, 2022
Transactions value $
$0
Form type
3
Date filed
3/30/2022, 04:10 PM
Next filing
Jun 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FRGE Common Stock, $0.0001 par value per share 5.65M Mar 21, 2022 Direct F1
holding FRGE Common Stock, $0.0001 par value per share 66.9K Mar 21, 2022 By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA
holding FRGE Common Stock, $0.0001 par value per share 1.6M Mar 21, 2022 By Operative Capital SPV I, LLC F2
holding FRGE Common Stock, $0.0001 par value per share 678K Mar 21, 2022 By Operative Capital LP F2

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
holding FRGE Options Mar 21, 2022 Common Stock, $0.0001 par value per share 3.12M $3.98 Direct F3
holding FRGE Warrants Mar 21, 2022 Common Stock, $0.0001 par value per share 3.83K $3.98 Direct
holding FRGE Warrants Mar 21, 2022 Common Stock, $0.0001 par value per share 6.28K $3.98 By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA
holding FRGE Warrants Mar 21, 2022 Common Stock, $0.0001 par value per share 25.1K $3.98 By Operative Capital LP F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 1,135,371 shares of Common Stock subject to vesting restrictions (the "Unvested Shares"). The Unvested Shares vest, subject to continued service, as follows: (i) 45,345 Unvested Shares shall vest on the 1st day of each month beginning on April 1, 2022 over 3 months, (ii) 10,410 Unvested Shares shall vest on the 19th day of each month beginning on April 19, 2022 over 46 months and (iii) 130,122 Unvested Shares shall vest on the 1st day of each month beginning on April 1, 2022 over 4 months.
F2 Mr. Rodriques is a managing member of the ultimate general partner of each of Operative Capital LP and Operative Capital SPV I, LLC and thus may be deemed to be the beneficial owner of the shares held by such entities. Mr. Rodriques disclaims beneficial ownership of all securities held by Operative LP and Operative SPV 1 except to the extent of his pecuniary interest therein, if any.
F3 Subject to continued service as Chief Executive Officer, the Option shall vest upon "Exit Proceeds" (as defined in the Option grant) and internal rate of return ("IRR") hurdles, where (i) approximately 1/3 of the Option shall vest upon Exit Proceeds of $9.94 per share and an IRR of at least 20%; (ii) approximately 1/3 of the Option shall vest upon Exit Proceeds of $14.91 per share and an IRR of at least 30%; and (iii) approximately 1/3 of the Option shall vest upon Exit Proceeds of $19.88 per share and an IRR of at least 35%. The Exit Proceeds and IRR hurdles shall be measured on the basis of the closing price average for any trailing 20 trading-day period following a 180-day lock-up period.

Remarks:

Exhibit 24 - Power of Attorney