David S. DeWalt - Sep 15, 2021 Form 3 Insider Report for ForgeRock, Inc. (FORG)

Role: Director
Signature: /s/ Samuel J. Fleischmann, by Power of Attorney for David S. DeWalt
Stock symbol: FORG
Transactions as of: Sep 15, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/15/2021, 05:10 PM
Next filing: Sep 22, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FORG	Common Stock						556K	Sep 15, 2021	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Prior to the closing of the initial public offering of Class A common stock, par value $0.001 per share ("Class A Common Stock"), of ForgeRock, Inc. (the "Issuer"), each share of the Issuer's common stock, par value $0.001 per share ("Common Stock") will be reclassified into one share of the Issuer's Class B common stock, par value $0.001 per share ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer.2.
F2	These shares are subject to a restricted stock award under the Issuer's 2012 Equity Incentive Plan (the "2012 Plan"), pursuant to which 1/60th of the total shares subject to this award vested on January 31, 2017, with 1/60th of the total shares vesting monthly thereafter, subject to the Reporting Person's continued role as a service provider to the Issuer. 100% of the shares underlying such restricted stock award will vest in full immediately upon the earlier of (i) the one (1) year anniversary of the closing of the first firm commitment underwritten public offering of the Issuer's Class A Common Stock pursuant to an effective registration statement on Form S-1 (or any successor form thereto) under the Securities Act of 1933, as amended, covering the offer and sale of the Issuer's Class A Common Stock, or (ii) a Change in Control (as defined in the 2012 Plan).

Content

Prior to the closing of the initial public offering of Class A common stock, par value $0.001 per share ("Class A Common Stock"), of ForgeRock, Inc. (the "Issuer"), each share of the Issuer's common stock, par value $0.001 per share ("Common Stock") will be reclassified into one share of the Issuer's Class B common stock, par value $0.001 per share ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer.2.

These shares are subject to a restricted stock award under the Issuer's 2012 Equity Incentive Plan (the "2012 Plan"), pursuant to which 1/60th of the total shares subject to this award vested on January 31, 2017, with 1/60th of the total shares vesting monthly thereafter, subject to the Reporting Person's continued role as a service provider to the Issuer. 100% of the shares underlying such restricted stock award will vest in full immediately upon the earlier of (i) the one (1) year anniversary of the closing of the first firm commitment underwritten public offering of the Issuer's Class A Common Stock pursuant to an effective registration statement on Form S-1 (or any successor form thereto) under the Securities Act of 1933, as amended, covering the offer and sale of the Issuer's Class A Common Stock, or (ii) a Change in Control (as defined in the 2012 Plan).

Remarks:

Exhibit 24 - Power of Attorney