Warren M. Weiss - 23 Aug 2023 Form 4 Insider Report for ForgeRock, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 23 Aug 2023
Net transaction value: -$198,902,030
SEC form: 4
Accepted by SEC: 25 Aug 2023, 16:29:45 UTC
Prior SEC filing: 27 May 2022
Source filing: View source filing
Reporting owner signature: /s/ Samuel J. Fleischmann, by Power of Attorney for Warren M. Weiss

Key filing fact

Warren M. Weiss filed Form 4 for ForgeRock, Inc. on 25 Aug 2023.

Key facts

This page summarizes Warren M. Weiss's Form 4 filing for ForgeRock, Inc..
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 25 Aug 2023, 16:29.

Change

Previous filing in this sequence was filed on 27 May 2022.
Current net transaction value: -$198,902,030.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FORG transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $258,680
Shares: -11,126
Change %: -100%
Price: $23.25
Shares after: 0
Date: 23 Aug 2023
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FORG transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value: $195,663,723
Shares: -8,415,644
Change %: -100%
Price: $23.25
Shares after: 0
Date: 23 Aug 2023
Ownership: By: Foundation Capital VII, L.P.
Underlying class: Class A Common Stock
Underlying amount: 8,415,644
Exercise price: $0.000000
Footnotes: F2, F3, F4

FORG transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value: $2,979,627
Shares: -128,156
Change %: -100%
Price: $23.25
Shares after: 0
Date: 23 Aug 2023
Ownership: By: Foundation Capital VII Principals Fund, L.L.C.
Underlying class: Class A Common Stock
Underlying amount: 128,156
Exercise price: $0.000000
Footnotes: F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Warren M. Weiss is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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").

Footnote F3

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

Footnote F4

Foundation Capital Management Co. VII, L.L.C. is the General Partner of Foundation Capital VII, L.P. and the Manager of Foundation Capital VII Principals Fund, L.L.C. and has sole voting and investment power over the shares held by Foundation Capital VI, L.P. and Foundation Capital VII Principals Fund, L.L.C., or collectively, the Foundation Entities. Ashu Garg, William B. Elmore, Paul R. Holland, Charles P. Moldow, Steven P. Vassallo and Warren M. Weiss are the Managers of Foundation Capital Management Co. VII, L.L.C. and share such powers.

SEC 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.