KKR Fox Investors LLC - Sep 15, 2021 Form 3 Insider Report for ForgeRock, Inc. (FORG)

Role: 10%+ Owner
Signature: KKR Fox Investors LLC. By: /s/ Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
Stock symbol: FORG
Transactions as of: Sep 15, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/15/2021, 05:37 PM
Next filing: Sep 22, 2021

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	FORG	Series D Redeemable Convertible Preferred Stock							Sep 15, 2021	Common Stock	2.7M		See footnotes	F1, F2, F3, F4
holding	FORG	Series E Redeemable Convertible Preferred Stock							Sep 15, 2021	Common Stock	2.59M		See footnotes	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Prior to the closing of the initial public offering of Class A common stock, par value $0.001 per share ("Class A Common Stock") of ForgeRock, Inc. (the "Issuer"), all shares of common stock, par value $0.001 per share ("Common Stock") will be reclassified into shares of the Issuer's Class B common stock, par value $0.001 ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of 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 of Series D Redeemable Convertible Preferred Stock and Series E Redeemable Convertible Preferred Stock are convertible, at the option of the holder or automatically immediately prior to the closing of the initial public offering of the Issuer, into shares of Common Stock on a one-for one-basis. Immediately thereafter, but still prior to the closing of the initial public offering of the Issuer, all shares of Common Stock will be reclassified into shares of Class B Common Stock. Each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of 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.
F3	The securities reported herein are held by KKR Fox Investors LLC. KKR Next Generation Technology Growth Fund L.P. is the managing member of KKR Fox Investors LLC. KKR Associates NGT L.P. is the general partner of KKR Next Generation Technology Growth Fund L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
F4	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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney