ForgeRock Form 3 / Capital Management Co. VII, L.L.C. Foundation 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^*

Foundation Capital Management Co. VII, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(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)

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

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. VII, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundation Capital VII, L.P.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundation Capital VII Principals Fund, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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. Foundation Capital Management Co. VII, L.L.C. is the general partner of Foundation Capital VII, L.P. Consequently, Foundation Capital Management Co. VII, L.L.C. may be deemed to beneficially own the shares held by Foundation Capital VII, L.P.

4. 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.

5. Shares are held by Foundation Capital VII Principals Fund, L.L.C. Foundation Capital Management Co. VII, L.L.C. is the manager of Foundation Capital VII Principals Fund, L.L.C. Consequently, Foundation Capital Management Co. VII, L.L.C. may be deemed to beneficially own the shares held by Foundation Capital VII Principals Fund, L.L.C.

Remarks:

	Foundation Capital Management Co. VII, L.L.C., by /s/ Warren M. Weiss, Manager	09/15/2021
	Foundation Capital VII, L.P., by Foundation Capital Management Co. VII, L.L.C., its general partner, by /s/ Warren M. Weiss, Manager	09/15/2021
	Foundation Capital VII Principals Fund, L.L.C., by Foundation Capital Management Co. VII, L.L.C., its manager, by /s/ Warren M. Weiss, Manager	09/15/2021
	** Signature of Reporting Person	Date
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ForgeRock (FORG) Form 3ForgeRock / Capital Management Co. VII, L.L.C. Foundation ownership change