Samuel J. Fleischmann - Aug 23, 2023 Form 4 Insider Report for ForgeRock, Inc. (FORG)

Role
Chief Legal Officer
Signature
/s/ Samuel J. Fleischmann
Stock symbol
FORG
Transactions as of
Aug 23, 2023
Transactions value $
-$8,711,891
Form type
4
Date filed
8/25/2023, 04:36 PM
Previous filing
May 24, 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 -$2.83M -122K -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 Stock Option (right to buy) Disposed to Issuer -$4.02M -173K -100% $23.25 0 Aug 23, 2023 Class B Common Stock 173K $3.72 Direct F3
transaction FORG Stock Option (right to buy) Disposed to Issuer -$1.16M -50K -100% $23.25 0 Aug 23, 2023 Class B Common Stock 50K $7.86 Direct F4, F5
transaction FORG Stock Option (right to buy) Disposed to Issuer -$694K -29.9K -100% $23.25 0 Aug 23, 2023 Class A Common Stock 29.9K $25.00 Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Samuel J. Fleischmann is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents (i) 9,802 shares of Class A common stock and (ii) 112,050 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 canceled 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, 31,250 shares subject to this option had vested and 18,750 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, 14,309 of the shares subject to this option had vested and 15,555 of the shares subject to this option remained unvested.

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.