KKR Fox Investors LLC - Sep 20, 2021 Form 4 Insider Report for ForgeRock, Inc. (FORG)

Role: 10%+ Owner
Signature: KKR Fox Investors LLC. By: /s/ Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
Stock symbol: FORG
Transactions as of: Sep 20, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/22/2021, 04:30 PM
Previous filing: Sep 15, 2021
Next filing: Feb 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FORG	Common Stock	Conversion of derivative security		+2.7M			2.7M	Sep 20, 2021	See footnotes	F1, F3, F4
transaction	FORG	Common Stock	Conversion of derivative security		+2.59M	+96.16%		5.29M	Sep 20, 2021	See footnotes	F1, F3, F4
transaction	FORG	Common Stock	Other		-5.29M	-100%		0	Sep 20, 2021	See footnotes	F1, F3, F4

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
transaction	FORG	Series D Convertible Preferred Stock	Conversion of derivative security	$0	-2.7M	-100%	$0.00^*	0	Sep 20, 2021	Common Stock	2.7M		See footnotes	F1, F3, F4
transaction	FORG	Series E Convertible Preferred Stock	Conversion of derivative security	$0	-2.59M	-100%	$0.00^*	0	Sep 20, 2021	Common Stock	2.59M		See footnotes	F1, F3, F4
transaction	FORG	Class B Common Stock	Other		+5.29M			5.29M	Sep 20, 2021	Class A Common Stock	5.29M		See footnotes	F1, F2, F3, F4

* 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"), all shares of Series D Convertible Preferred Stock and Series E Convertible Preferred Stock automatically converted into shares of common stock, par value $0.001 per share ("Common Stock") on a one-for-one basis. Immediately thereafter, but still prior to the closing of the initial public offering of the Issuer, all shares of Common Stock were automatically reclassified into shares of Class B common stock, par value $0.001, of the Issuer ("Class B Common Stock").
F2	Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the 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 and upon certain other conditions.
F3	The securities reported herein are held by KKR Fox Investors LLC. KKR Next Generation Technology Growth Fund L.P. is the managing member of KKR Fox Investors LLC. KKR Associates NGT L.P. is the general partner of KKR Next Generation Technology Growth Fund L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
F4	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.