Alexander Ott - Aug 23, 2023 Form 4 Insider Report for ForgeRock, Inc. (FORG)

Role
Director
Signature
/s/ Samuel J. Fleischmann, by Power of Attorney for Alexander Ott
Stock symbol
FORG
Transactions as of
Aug 23, 2023
Transactions value $
-$11,639,810
Form type
4
Date filed
8/25/2023, 04:15 PM
Previous filing
Jun 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FORG Class A Common Stock Disposed to Issuer -$267K -11.5K -100% $23.25 0 Aug 23, 2023 Direct F1, 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
transaction FORG Class B Common Stock Disposed to Issuer -$11.4M -489K -100% $23.25 0 Aug 23, 2023 Class A Common Stock 489K $0.00 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Alexander Ott is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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 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 Represents shares of Class B common stock that were disposed of at the Effective Time of the Merger pursuant to the Merger Agreement.

Remarks:

The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.