ForgeRock Form 3 / London III Associates L.L.C. Accel ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

ACCEL LONDON III LP

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2021

3. Issuer Name and Ticker or Trading Symbol
ForgeRock, Inc. [ FORG ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾⁽²⁾	334,361	D⁽³⁾
Common Stock⁽¹⁾⁽²⁾	7,591	I	By: Accel London Investors 2012 L.P.⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾	5,474	I	By: Accel Growth Fund Investors 2016 L.L.C.⁽⁵⁾
Common Stock⁽¹⁾⁽²⁾	114,448	I	By: Accel Growth Fund IV L.P.⁽⁶⁾
Common Stock⁽¹⁾⁽²⁾	651	I	By: Accel Growth Fund IV Strategic Partners L.P.⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	6,518,668	⁽⁷⁾	D⁽³⁾
Series A Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	148,000	⁽⁷⁾	I	By: Accel London Investors 2012 L.P.⁽⁴⁾
Series B Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	2,202,266	⁽⁷⁾	D⁽³⁾
Series B Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	50,000	⁽⁷⁾	I	By: Accel London Investors 2012 L.P.⁽⁴⁾
Series C Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	1,551,780	⁽⁷⁾	D⁽³⁾
Series C Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	35,232	⁽⁷⁾	I	By: Accel London Investors 2012 L.P.⁽⁴⁾
Series D Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	1,686,771	⁽⁷⁾	D⁽³⁾
Series D Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	38,296	⁽⁷⁾	I	By: Accel London Investors 2012 L.P.⁽⁴⁾
Series D Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	195,795	⁽⁷⁾	I	By: Accel Growth Fund Investors 2016 L.L.C.⁽⁵⁾
Series D Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	4,093,585	⁽⁷⁾	I	By: Accel Growth Fund IV L.P.⁽⁶⁾
Series D Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	23,288	⁽⁷⁾	I	By: Accel Growth Fund IV Strategic Partners L.P.⁽⁶⁾
Series E Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	506,879	⁽⁷⁾	D⁽³⁾
Series E Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	11,508	⁽⁷⁾	I	By: Accel London Investors 2012 L.P.⁽⁴⁾
Series E Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	28,242	⁽⁷⁾	I	By: Accel Growth Fund Investors 2016 L.L.C.⁽⁵⁾
Series E Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	590,463	⁽⁷⁾	I	By: Accel Growth Fund IV L.P.⁽⁶⁾
Series E Preferred Stock⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾⁽²⁾⁽⁷⁾	3,359	⁽⁷⁾	I	By: Accel Growth Fund IV Strategic Partners L.P.⁽⁶⁾

1. Name and Address of Reporting Person^*

ACCEL LONDON III LP

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel London III Associates L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel London III Associates L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel London Investors 2012 L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2016 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund IV L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund IV Associates L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund IV Strategic Partners L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. All shares of Series A Preferred Stock, par value $0.002 per share ("Series A Preferred Stock"), Series B Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), Series C Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), Series D Preferred Stock, par value $0.001 per share ("Series D Preferred Stock") and Series E Preferred Stock, par value $0.001 per share ("Series E Preferred Stock"), of ForgeRock, Inc. (the "Issuer") will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.001 per share ("Class A Common Stock"), without payment of consideration.

2. (Continued from Footnote 2) Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.001 per share ("Class B Common Stock").

3. Accel London III Associates 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 Accel London III Associates L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

4. Accel London III Associates 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 Accel London III Associates L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

5. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the managing members of Accel Growth Fund Investors 2016 L.L.C. and share voting and investment power. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

6. Accel Growth Fund IV Associates L.L.C. is the general partner of both Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the managing members of Accel Growth Fund IV Associates L.L.C. and share such powers. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

7. 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. Each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock has no expiration date.

Remarks:

	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel London III L.P.	09/15/2021
	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel London III Associates L.P.	09/15/2021
	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel London III Associates L.L.C.	09/15/2021
	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel London Investors 2012 L.P.	09/15/2021
	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Growth Fund Investors 2016 L.L.C.	09/15/2021
	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Growth Fund IV L.P.	09/15/2021
	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Growth Fund IV Associates L.L.C.	09/15/2021
	/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Growth Fund IV Strategic Partners L.P.	09/15/2021
	** 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 5 (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.

ForgeRock (FORG) Form 3ForgeRock / London III Associates L.L.C. Accel ownership change