| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FORG | Class A Common Stock | Disposed to Issuer | -$12.7M | -546K | -100% | $23.25 | 0 | Aug 23, 2023 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FORG | Stock Option (right to buy) | Disposed to Issuer | -$59.5M | -2.56M | -100% | $23.25 | 0 | Aug 23, 2023 | Class B Common Stock | 2.56M | $3.60 | Direct | F3 |
| transaction | FORG | Stock Option (right to buy) | Disposed to Issuer | -$9.3M | -400K | -100% | $23.25 | 0 | Aug 23, 2023 | Class B Common Stock | 400K | $4.83 | Direct | F4, F5 |
| transaction | FORG | Stock Option (right to buy) | Disposed to Issuer | -$11.6M | -500K | -100% | $23.25 | 0 | Aug 23, 2023 | Class B Common Stock | 500K | $7.86 | Direct | F5, F6 |
| transaction | FORG | Stock Option (right to buy) | Disposed to Issuer | -$4.43M | -190K | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 190K | $25.00 | Direct | F5, F7 |
| transaction | FORG | Class B Common Stock | Disposed to Issuer | -$4.54M | -195K | -100% | $23.25 | 0 | Aug 23, 2023 | Class A Common Stock | 195K | $0.00 | Direct | F8 |
Francis C. Rosch is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents (i) 49,726 shares of Class A common stock and (ii) 496,016 restricted stock units ("RSUs") 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 | At the Effective Time, (i) each outstanding share of the Issuer's Class A common stock was 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"); and (ii) each unvested RSU was canceled and converted into the contingent right to receive a cash payment equal to the Merger Consideration per unvested RSU, which will vest and become payable pursuant to the time-based vesting schedule that the unvested RSUs were subject to immediately prior to the Effective Time. |
| F3 | This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment equal to the difference between (a) the aggregate exercise price of this option and (b) the product of the Merger Consideration and the number of shares subject to this option. |
| F4 | At the Effective Time, 341,667 shares subject to this option had vested and 58,333 of the shares subject to this option remained unvested. |
| F5 | At the Effective Time, (i) the vested portion of this option was cancelled and converted into the right to receive a cash payment equal to the difference between (a) the aggregate exercise price of the vested portion of this option and (b) the product of the Merger Consideration and the number of shares subject to the vested portion of this option; and (ii) the unvested portion of this option was cancelled and converted into the contingent right to receive a cash payment equal to the difference between (a) the aggregate exercise price of the unvested portion of this option and (b) the product of the Merger Consideration and the number of shares subject to the vested portion of this option, which contingent payment will vest and become payable pursuant to the time-based vesting schedule that the unvested portion of the stock option was subject to immediately prior to the Effective Time. |
| F6 | At the Effective Time, 312,500 shares subject to this option had vested and 187,500 of the shares subject to this option remained unvested. |
| F7 | At the Effective Time, 91,218 shares subject to this option had vested and 99,152 of the shares subject to this option remained unvested. |
| F8 | Represents shares that were disposed of at the Effective Time. At the Effective Time, each outstanding share of the Issuer's Class B common stock was canceled and converted into the right to receive the Merger Consideration. |
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.