Mark P Lee Form 4 Forge Global / MARK P LEE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEE MARK P

(Last) (First) (Middle)

415 MISSION ST., SUITE 5510

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forge Global Holdings, Inc. [ FRGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value per share	03/22/2023		F		52,114(1)	D	$0	1,605,145	D
Common Stock, $0.0001 par value per share	04/24/2023		A		277,777(2)	A	$0	1,882,922	D
Common Stock, $0.0001 par value per share	04/24/2023		A		92,592(3)	A	$0	1,975,514	D
Common Stock, $0.0001 par value per share	04/24/2023		A		416,666(4)	A	$0	2,392,180	D
Common Stock, $0.0001 par value per share	04/24/2023		A		138,888(5)	A	$0	2,531,068	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock units ("RSUs").

2. These shares represent RSUs granted under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "Plan"). Each unit represents a right to receive one share of the Issuer's Common Stock. 100% of the RSUs shall vest on January 1, 2024, subject to the Reporting Person continuing to be a service provider through such date.

3. These shares represent RSUs granted under the Plan. Each unit represents a right to receive one share of the Issuer's Common Stock. Up to 100% of the RSUs shall vest (the "Eligible RSUs") based on the achievement of Company performance conditions over the Company's fiscal year ending December 31, 2023 (the "Fiscal Year 2023"). The Eligible RSUs shall vest no later than March 1, 2024, subject to the Reporting Person continuing to be a service provider through such date.

4. These shares represent RSUs granted under the Plan. Each unit represents a right to receive one share of the Issuer's Common Stock. 1/3rd of the RSUs shall vest on January 1, 2024, and the remaining RSUs shall vest over 24 equal monthly installments thereafter, subject to the Reporting Person continuing to be a service provider through such date.

5. These shares represent RSUs granted under the Plan. Each unit represents a right to receive one share of the Issuer's Common Stock. Up to 100% of the Eligible RSUs shall vest based on the achievement of Company performance conditions over the Fiscal Year 2023. 1/3rd of the Eligible RSUs shall vest no later than March 1, 2024 (the "Initial Vesting Date"), and the remaining Eligible RSUs shall vest over 24 equal monthly installments thereafter, subject to the Reporting Person continuing to be a service provider through each such date; provided that any monthly installments of Eligible RSUs pre-dating the Initial Vesting Date shall also vest on the Initial Vesting Date.

Remarks:

	/s/ Mark P. Lee	04/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.