Jennifer Phillips - Apr 12, 2023 Form 3 Insider Report for Forge Global Holdings, Inc. (FRGE)

Role
Chief Growth Officer
Signature
/s/ Mark P. Lee, Attorney-in-Fact
Stock symbol
FRGE
Transactions as of
Apr 12, 2023
Transactions value $
$0
Form type
3
Date filed
12/28/2023, 09:53 PM
Next filing
Jan 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FRGE Common Stock, $0.0001 par value per share 331K Apr 12, 2023 Direct F1, F2, F3

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 FRGE Stock Options Apr 12, 2023 Common Stock, $0.0001 par value per share 625K $5.43 Direct F4
holding FRGE Stock Options Apr 12, 2023 Common Stock, $0.0001 par value per share 156K $0.51 Direct F5
holding FRGE Stock Options Apr 12, 2023 Common Stock, $0.0001 par value per share 350K $0.51 Direct F6
holding FRGE Warrants Apr 12, 2023 Common Stock, $0.0001 par value per share 1.31K $3.98 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 316,479 of such shares represent restricted stock units ("RSUs") granted on June 1, 2022 under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "2022 Plan"). Each unit represents a right to receive one share of the Issuer's Common Stock. Subject to the Reporting Person's continued employment through each applicable vesting date, the RSUs vest as follows: (i) 1/3 of the RSUs shall vest on March 21, 2023 (the "First Tranche"), (ii) 1/3 of the RSUs shall vest on March 21, 2024 (the "Second Tranche") and (iii) 1/3 of the RSUs shall vest on March 21, 2025 (the "Third Tranche" and collectively with the First Tranche and Second Tranche, the "Time-Vesting Schedule").
F2 Notwithstanding the Time-Vesting Schedule, the RSUs shall become eligible to earlier vesting after the expiration of the six-month period following March 21, 2022 (the "Lock-Up Period") upon the following conditions: (i) the First Tranche will immediately vest if the Issuer's stock price meets or exceeds a closing price of $12.50 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the First Tranche under the Time-Vesting Schedule, in which case the Second Tranche and Third Tranche will have their time-vesting component accelerated by six months; and
F3 (ii) the Second Tranche will immediately vest if the Issuer's stock price meets or exceeds a closing price of $15.00 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the Second Tranche under the Time-Vesting Schedule, in which case the Third Tranche will have its time-vesting component accelerated by an additional six months. These RSUs will vest in accordance with such vesting provisions in the event the Issuer share price triggers are achieved through the date of a "Sale Event" of the Issuer (as defined in the 2022 Plan).
F4 These shares represent stock options granted under the Amended and Restated Forge Global, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, the shares subject to the award vest in 48 equal monthly installments starting on May 1, 2021.
F5 These shares represent stock options granted under the 2018 Plan. Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, 25% of the shares subject to the award vested on January 1, 2022 and the remaining shares vest thereafter in 36 equal monthly installments.
F6 These shares represent stock options granted under the 2018 Plan. Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, 25% of the shares subject to the award vested on May 10, 2020 and the remaining shares vest thereafter in 36 equal monthly installments.

Remarks:

Exhibit 24 - Power of Attorney