Bruce Golden - Aug 23, 2023 Form 4 Insider Report for ForgeRock, Inc. (FORG)

Role
Director, 10%+ Owner
Signature
/s/ Samuel J. Fleischmann, by Power of Attorney for Bruce Golden
Stock symbol
FORG
Transactions as of
Aug 23, 2023
Transactions value $
-$304,661,397
Form type
4
Date filed
8/25/2023, 05:24 PM
Previous filing
May 27, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FORG Class A Common Stock Disposed to Issuer -$287K -12.4K -100% $23.25 0 Aug 23, 2023 Direct F1, F2

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 Class B Common Stock Disposed to Issuer -$298M -12.8M -100% $23.25 0 Aug 23, 2023 Class A Common Stock 12.8M $0.00 By: Accel London III L.P. F2, F3, F4
transaction FORG Class B Common Stock Disposed to Issuer -$6.76M -291K -100% $23.25 0 Aug 23, 2023 Class A Common Stock 291K $0.00 By: Accel London Investors 2012 L.P. F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bruce Golden is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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").
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").
F3 Represents shares of Class B common stock that were disposed of at the Effective Time of the Merger pursuant to the Merger Agreement.
F4 Accel London III Associates L.L.C., or AL3A L.L.C., is the general partner of Accel London III Associates L.P. which is the general partner of Accel London III L.P. and has the sole voting and investment power. Kevin Comolli, Bruce Golden, Hendrik Nelis, and Sonali de Rycker are the managers of AL3A L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
F5 AL3A L.L.C. is the general partner of Accel London Investors 2012 L.P. and has the sole voting and investment power. Kevin Comolli, Bruce Golden, Hendrik Nelis, and Sonali de Rycker are the managers of AL3A L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

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.