ForgeRock (FORG) Form 4 ForgeRock / PAUL S MADERA 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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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^*

MADERA PAUL S

(Last) (First) (Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO CA 94301

(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)
03/08/2022

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/08/2022		J(1)		575,000	D	$0.00	3,379,737	I	See Footnote(2)(3)
Class A Common Stock	03/08/2022		J(4)		14,200	D	$0.00	83,463	I	See Footnote(3)(5)
Class A Common Stock	03/08/2022		J(6)		22,042	A	$0.00	22,042	D

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

Explanation of Responses:

1. On March 8, 2022, Meritech Capital Partners IV L.P. ("MCP IV") distributed, for no consideration, 575,000 shares of the Issuer's Class A Common Stock (the "MCP IV Shares") to its limited partners and to Meritech Capital Associates IV L.L.C. ("GP IV"), the general partner of MCP IV, representing each such partner's pro rata interest in such MCP IV Shares. On the same date, GP IV distributed, for no consideration, the MCP IV Shares it received in the distribution by MCP IV to its members, representing each such member's pro rata interest in such MCP IV Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

2. Shares are held by MCP IV. Meritech Capital Associates IV L.L.C. ("GP IV"), the general partner of MCP IV, has sole voting and dispositive power with respect to the shares held by MCP IV. The Reporting Person, George Bischof ("Bischof"), Craig Sherman ("Sherman") and Rob Ward ("Ward"), the managing members of GP IV, share the voting and dispositive power with respect to the shares held by MCP IV.

3. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of the 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 Person is the beneficial owner of any securities reported herein.

4. On March 8, 2022, Meritech Capital Affiliates IV L.P. ("MCA IV") distributed, for no consideration, 14,200 shares of the Issuer's Class A Common Stock (the "MCA IV Shares") to its limited partners and to GP IV, the general partner of MCA IV, representing each such partner's pro rata interest in such MCA IV Shares. On the same date, GP IV distributed, for no consideration, the MCA IV Shares it received in the distribution by MCA IV to its members, representing each such member's pro rata interest in such MCA IV Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

5. Shares are held by MCA IV. GP IV, the general partner of MCA IV, has sole voting and dispositive power with respect to the shares held by MCA IV. The Reporting Person, Bischof, Sherman and Ward, the managing members of GP IV, share the voting and dispositive power with respect to the shares held by MCA IV.

6. Represents shares received by the Reporting Person pursuant to pro rata distributions by MCP IV, MCA IV and GP IV, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

Remarks:

	Paul S. Madera, /s/ Joel Backman, Attorney-in-Fact	03/10/2022
	** 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).
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