Francis C. Rosch - 23 Aug 2023 Form 4 Insider Report for ForgeRock, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
25 Aug 2023, 16:31:01 UTC
Prior SEC filing
16 Aug 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Samuel J. Fleischmann, by Power of Attorney for Francis C. Rosch

Key filing fact

Francis C. Rosch filed Form 4 for ForgeRock, Inc. on 25 Aug 2023.

Key facts

  • This page summarizes Francis C. Rosch's Form 4 filing for ForgeRock, Inc..
  • 6 reported transactions and 5 derivative rows are listed below.
  • Accepted by SEC: 25 Aug 2023, 16:31.

Change

  • Previous filing in this sequence was filed on 16 Aug 2023.
  • Current net transaction value: -$102,121,486.

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
$12,688,502
Shares
-545,742
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

Stock Option (right to buy)

Disposed to Issuer

Transaction value
$59,540,437
Shares
-2,560,879
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
2,560,879
Exercise price
$3.60
Footnotes
F3
FORG transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
$9,300,000
Shares
-400,000
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
400,000
Exercise price
$4.83
Footnotes
F4, F5
FORG transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
$11,625,000
Shares
-500,000
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
500,000
Exercise price
$7.86
Footnotes
F5, F6
FORG transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
$4,426,102
Shares
-190,370
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
190,370
Exercise price
$25.00
Footnotes
F5, F7
FORG transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value
$4,541,446
Shares
-195,331
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
195,331
Exercise price
$0.000000
Footnotes
F8
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Francis C. Rosch is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

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.

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