ForgeRock (FORG) Form 4 ForgeRock / Jeffrey T Parks 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

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X

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^*

Parks Jeffrey T

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2023

4. 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 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
Class A Common Stock(1)	08/23/2023		D		11,323(2)	D	$23.25(3)	0	D(4)
Class A Common Stock	08/23/2023		D		2,938,640(2)	D	$23.25(3)	0	I	By: RCP III AIV L.P.(5)
Class A Common Stock	08/23/2023		D		610,992(2)	D	$23.25(3)	0	I	By: Riverwood Capital Partners III (Parallel-A) L.P.(6)
Class A Common Stock	08/23/2023		D		1,018,318(2)	D	$23.25(3)	0	I	By: Riverwood Capital Partners Ill (Parallel-B) L.P.(7)

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
Class B Common Stock	$0.00	08/23/2023		D			1,641,559(8)	(9)	(9)	Class A Common Stock	1,641,559	$23.25(3)	0	I	By: RCP III AIV L.P.(5)
Class B Common Stock	$0.00	08/23/2023		D			341,306(8)	(9)	(9)	Common Stock	341,306	$23.25(3)	0	I	By: Riverwood Capital Partners III (Parallel-A) L.P.(6)
Class B Common Stock	$0.00	08/23/2023		D			568,845(8)	(9)	(9)	Common Stock	568,845	$23.25(3)	0	I	By: Riverwood Capital Partners Ill (Parallel-B) L.P.(7)

1. Name and Address of Reporting Person^*

Parks Jeffrey T

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital Partners III (Parallel - A) L.P.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital III L.P.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital GP III Ltd.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RCP III AIV L.P.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital Partners III (Parallel - B) L.P.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed by Jeffrey T. Parks and RCP III AIV L.P., Riverwood Capital III L.P., Riverwood Capital GP III Ltd., Riverwood Capital Partners III (Parallel-A) L.P. and Riverwood Capital Partners III (Parallel-B) L.P. (collectively, the "Riverwood Entities"). Mr. Parks is a member of board of directors of ForgeRock, Inc. (the "Issuer") and a member of the investment committee of Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP III Ltd. This fling shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

2. 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 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").

3. 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").

4. These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes.

5. Shares are held by RCP III AIV L.P. Riverwood Capital III L.P. is the general partner of RCP III AIV L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by RCP III AIV L.P.

6. Shares are held by Riverwood Capital Partners III (Parallel-A) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners (Parallel-A) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by Riverwood Capital Partners III (Parallel-A) L.P.

7. Shares are held by Riverwood Capital Partners III (Parallel-B) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners (Parallel-B) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by Riverwood Capital Partners III (Parallel-B) L.P.

8. In connection with the Merger, these shares were cancelled and converted into the right to receive the Merger Consideration.

9. Represents shares of Class B common stock that were disposed of at the Effective Time of the Merger pursuant to the Merger Agreement.

Remarks:

The foregoing descriptions in the footnotes to this Form 4 are qualified in its entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the description above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P.	08/25/2023
	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-A) L.P.	08/25/2023
	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-B) L.P.	08/25/2023
	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of RCP III AIV L.P.	08/25/2023
	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd.	08/25/2023
	/s/ Jeffrey Parks	08/25/2023
	** Signature of Reporting Person	Date
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