ForgeRock Form 3 / Warren M Weiss 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^*

Weiss Warren M

(Last)

(First)

(Middle)

201 MISSION STREET, SUITE 2900

(Street)

SAN FRANCISCO

94105

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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)

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 B Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	6,655,448	⁽²⁾	I	See Footnote⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	101,352	⁽²⁾	I	See Footnote⁽⁴⁾
Series C Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	1,184,254	⁽²⁾	I	See Footnote⁽³⁾
Series C Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	18,034	⁽²⁾	I	See Footnote⁽⁴⁾
Series D Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	371,698	⁽²⁾	I	See Footnote⁽³⁾
Series D Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	5,660	⁽²⁾	I	See Footnote⁽⁴⁾
Series E Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	204,244	⁽²⁾	I	See Footnote⁽³⁾
Series E Preferred Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	3,110	⁽²⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. All shares of 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. 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").

2. 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 B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock has no expiration date.

3. Shares are held by Foundation Capital VII, L.P. As a managing member of Foundation Capital Management Co. VII, L.L.C., the general partner of Foundation Capital VII, L.P., Mr. Weiss may be deemed to beneficially own the shares held by Foundation Capital VII, L.P. Mr. Weiss disclaims beneficial ownership of the shares held by Foundation Capital VII, L.P., except to the extent of his pecuniary interest therein.

4. Shares are held by Foundation Capital VII Principals Fund, L.L.C. As a managing member of Foundation Capital Management Co. VII, L.L.C., the manager of Foundation Capital VII Principals Fund, L.L.C., Mr. Weiss may be deemed to beneficially own the shares held by Foundation Capital VII Principals Fund, L.L.C. Mr. Weiss disclaims beneficial ownership of the shares held by Foundation Capital VII Principals Fund, L.L.C., except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Samuel J. Fleischmann, by Power of Attorney for Warren M. Weiss	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 / Warren M Weiss ownership change