ForgeRock (FORG) Form 4 Change in insider ownership

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^*

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

(Last) (First) (Middle)

550 HIGH STREET, 3RD FLOOR

(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)

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

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			8,415,644	(1)	(1)	Class A Common Stock	8,415,644	$23.25(2)	0	I	See Footnote(3)(4)
Class B Common Stock	$0.00	08/23/2023		D			128,156	(1)	(1)	Class A Common Stock	128,156	$23.25(2)	0	I	See Footnote(3)(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 CA 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 CA 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 CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of Class B 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 ForgeRock, Inc. (the "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").

2. 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").

3. 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.

4. Shares are held by Foundation Capital VII, L.P. ("FC VII"). Foundation Capital Management Co. VII, L.L.C. ("Management") is the general partner of FC VII and Management may be deemed to beneficially own the shares held by FC VII.

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

Remarks:

The foregoing description in note (1) is 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/ Foundation Capital Management Co. VII, L.L.C., by /s/ Warren M. Weiss, Manager	08/25/2023
	Foundation Capital VII, L.P., by Foundation Capital Management Co. VII, L.L.C., its general partner, by /s/ Warren M. Weiss, Manager	08/25/2023
	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	08/25/2023
	** Signature of Reporting Person	Date
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