| 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 | -$298M | -12.8M | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 12.8M | $0.00 | Direct | F1, F2, F3 |
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$112M | -4.8M | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 4.8M | $0.00 | By: Accel Growth Fund IV L.P. | F1, F2, F4 |
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$635K | -27.3K | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 27.3K | $0.00 | By: Accel Growth Fund IV Strategic Partners L.P. | F1, F2, F4 |
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$6.76M | -291K | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 291K | $0.00 | By: Accel London Investors 2012 L.P. | F1, F2, F5 |
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$5.34M | -230K | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 230K | $0.00 | By: Accel Growth Fund Investors 2016 L.L.C. | F1, F2, F6 |
Accel London III Lp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents shares of Class B 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 ForgeRock, Inc. (the "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"). |
| F2 | 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"). |
| F3 | Accel London III Associates L.L.C., or AL3A L.L.C., is the general partner of Accel London III Associates L.P. which is the general partner of Accel London III L.P. and has the sole voting and investment power. Kevin Comolli, Bruce Golden, Hendrik Nelis, and Sonali de Rycker are the managers of AL3A L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| F4 | Accel Growth Fund IV Associates L.L.C. is the general partner of both Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the managing members of Accel Growth Fund IV Associates L.L.C. and share such powers. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| F5 | AL3A L.L.C. is the general partner of Accel London Investors 2012 L.P. and has the sole voting and investment power. Kevin Comolli, Bruce Golden, Hendrik Nelis, and Sonali de Rycker are the managers of AL3A L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| F6 | Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the managing members of Accel Growth Fund Investors 2016 L.L.C. and share voting and investment power. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. The principal business address for all Accel entities listed above is 500 University Avenue, Palo Alto, California, 94301. |
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.