ForgeRock Form 4 / BRUCE GOLDEN 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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OMB Number:			3235-0287
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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^*

GOLDEN BRUCE

(Last)

(First)

(Middle)

C/O FORGEROCK, INC.

201 MISSION STREET, SUITE 2900

(Street)

SAN FRANCISCO

94105

(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)
09/20/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/20/2021		C		12,466,364	A	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	12,800,725	I	By: Accel London III L.P.⁽⁷⁾
Common Stock⁽¹⁾	09/20/2021		C		283,036	A	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	290,627	I	By: Accel London Investors 2012 L.P.⁽⁸⁾
Common Stock⁽¹⁾	09/20/2021		J⁽¹⁾		12,800,725	D	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	I	By: Accel London III L.P.⁽⁷⁾
Common Stock⁽¹⁾	09/20/2021		J⁽¹⁾		290,627	D	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	I	By: Accel London Investors 2012 L.P.⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	09/20/2021		C			6,518,668	⁽²⁾	⁽²⁾	Common Stock	6,518,668	$0.00⁽²⁾	0	I	By: Accel London III L.P.⁽⁷⁾
Series A Preferred Stock	⁽²⁾	09/20/2021		C			148,000	⁽²⁾	⁽²⁾	Common Stock	148,000	$0.00⁽²⁾	0	I	By: Accel London Investors 2012 L.P.⁽⁸⁾
Series B Preferred Stock	⁽³⁾	09/20/2021		C			2,202,266	⁽³⁾	⁽³⁾	Common Stock	2,202,266	$0.00⁽³⁾	0	I	By: Accel London III L.P.⁽⁷⁾
Series B Preferred Stock	⁽³⁾	09/20/2021		C			50,000	⁽³⁾	⁽³⁾	Common Stock	50,000	$0.00⁽³⁾	0	I	By: Accel London Investors 2012 L.P.⁽⁸⁾
Series C Preferred Stock	⁽⁴⁾	09/20/2021		C			1,551,780	⁽⁴⁾	⁽⁴⁾	Common Stock	1,551,780	$0.00⁽⁴⁾	0	I	By: Accel London III L.P.⁽⁷⁾
Series C Preferred Stock	⁽⁴⁾	09/20/2021		C			35,232	⁽⁴⁾	⁽⁴⁾	Common Stock	35,232	$0.00⁽⁴⁾	0	I	By: Accel London Investors 2012 L.P.⁽⁸⁾
Series D Preferred Stock	⁽⁵⁾	09/20/2021		C			1,686,771	⁽⁵⁾	⁽⁵⁾	Common Stock	1,686,771	$0.00⁽⁵⁾	0	I	By: Accel London III L.P.⁽⁷⁾
Series D Preferred Stock	⁽⁵⁾	09/20/2021		C			38,296	⁽⁵⁾	⁽⁵⁾	Common Stock	38,296	$0.00⁽⁵⁾	0	I	By: Accel London Investors 2012 L.P.⁽⁸⁾
Series E Preferred Stock	⁽⁶⁾	09/20/2021		C			506,879	⁽⁶⁾	⁽⁶⁾	Common Stock	506,879	$0.00⁽¹⁾	0	I	By: Accel London III L.P.
Series E Preferred Stock	⁽⁶⁾	09/20/2021		C			11,508	⁽⁶⁾	⁽⁶⁾	Common Stock	11,508	$0.00⁽⁶⁾	0	I	By: Accel London Investors 2012 L.P.⁽⁸⁾
Class B Common Stock	⁽¹⁾	09/20/2021		J⁽¹⁾		12,800,725		⁽¹⁾	⁽¹⁾	Class A Common Stock	12,800,725	$0.00⁽¹⁾	12,800,725	I	By: Accel London III L.P.⁽⁷⁾
Class B Common Stock	⁽¹⁾	09/20/2021		J⁽¹⁾		290,627		⁽¹⁾	⁽¹⁾	Class A Common Stock	290,627	$0.00⁽¹⁾	290,627	I	By: Accel London Investors 2012 L.P.⁽⁸⁾

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), each share of ForgeRock, Inc.'s (the "Issuer") common stock, par value $0.001 per share (the "Common Stock"), was automatically reclassified into one share of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), immediately prior to the closing of the initial public offering (the "IPO") of the Issuer's Class A common stock, par value $0.001 per share (the "Class A Common Stock"). 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 and has no expiration date. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer.

2. Each share of Series A Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

3. Each share of Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

4. Each share of Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

5. Each share of Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

6. Each share of Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

7. 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 Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

8. 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 Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Samuel J. Fleischmann, by Power of Attorney for Bruce Golden	09/22/2021
	** 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 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.
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ForgeRock (FORG) Form 4ForgeRock / BRUCE GOLDEN ownership change