Jeffrey T. Parks - 23 Aug 2023 Form 4 Insider Report for ForgeRock, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
25 Aug 2023, 21:10:46 UTC
Prior SEC filing
16 Jun 2023
Next SEC filing
23 May 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P.

Key filing fact

Jeffrey T. Parks filed Form 4 for ForgeRock, Inc. on 25 Aug 2023.

Key facts

  • This page summarizes Jeffrey T. Parks's Form 4 filing for ForgeRock, Inc..
  • 7 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 25 Aug 2023, 21:10.

Change

  • Previous filing in this sequence was filed on 16 Jun 2023.
  • Current net transaction value: -$165,795,355.

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
$263,260
Shares
-11,323
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
Direct
Footnotes
F1, F2, F3, F4
FORG transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$68,323,380
Shares
-2,938,640
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
By: RCP III AIV L.P.
Footnotes
F2, F3, F5
FORG transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$14,205,564
Shares
-610,992
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
By: Riverwood Capital Partners III (Parallel-A) L.P.
Footnotes
F2, F3, F6
FORG transaction

Class A Common Stock

Disposed to Issuer

Transaction value
$23,675,894
Shares
-1,018,318
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
By: Riverwood Capital Partners Ill (Parallel-B) L.P.
Footnotes
F2, F3, F7

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
$38,166,247
Shares
-1,641,559
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
By: RCP III AIV L.P.
Underlying class
Class A Common Stock
Underlying amount
1,641,559
Exercise price
$0.000000
Footnotes
F3, F5, F8, F9
FORG transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value
$7,935,364
Shares
-341,306
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
By: Riverwood Capital Partners III (Parallel-A) L.P.
Underlying class
Common Stock
Underlying amount
341,306
Exercise price
$0.000000
Footnotes
F3, F6, F8, F9
FORG transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value
$13,225,646
Shares
-568,845
Change %
-100%
Price
$23.25
Shares after
0
Date
23 Aug 2023
Ownership
By: Riverwood Capital Partners Ill (Parallel-B) L.P.
Underlying class
Common Stock
Underlying amount
568,845
Exercise price
$0.000000
Footnotes
F3, F7, F8, F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jeffrey T. Parks is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote F1

This Form 4 is filed by Jeffrey T. Parks and RCP III AIV L.P., Riverwood Capital III L.P., Riverwood Capital GP III Ltd., Riverwood Capital Partners III (Parallel-A) L.P. and Riverwood Capital Partners III (Parallel-B) L.P. (collectively, the "Riverwood Entities"). Mr. Parks is a member of board of directors of ForgeRock, Inc. (the "Issuer") and a member of the investment committee of Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP III Ltd. This fling shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Footnote F2

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 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 F3

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 F4

These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes.

Footnote F5

Shares are held by RCP III AIV L.P. Riverwood Capital III L.P. is the general partner of RCP III AIV L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by RCP III AIV L.P.

Footnote F6

Shares are held by Riverwood Capital Partners III (Parallel-A) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners (Parallel-A) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by Riverwood Capital Partners III (Parallel-A) L.P.

Footnote F7

Shares are held by Riverwood Capital Partners III (Parallel-B) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners (Parallel-B) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by Riverwood Capital Partners III (Parallel-B) L.P.

Footnote F8

In connection with the Merger, these shares were cancelled and converted into the right to receive the Merger Consideration.

Footnote F9

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

SEC remarks

The foregoing descriptions in the footnotes to this Form 4 are qualified in its entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the description above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

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