Meritech Capital Affiliates IV Form 4 ForgeRock / George Bischof 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^*

Meritech Capital Associates IV, L.L.C.

(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)

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)

	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	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(7)
Class A Common Stock	03/08/2022		J(8)		22,042	A	$0.00	22,042	D(9)
Class A Common Stock	03/08/2022		J(10)		11,022	A	$0.00	11,022	I	The Shin-Sherman Trust(11)

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

1. Name and Address of Reporting Person^*

Meritech Capital Associates IV, L.L.C.

(Last) (First) (Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Meritech Capital Partners IV L.P.

(Last) (First) (Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Meritech Capital Affiliates IV L.P.

(Last) (First) (Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sherman Craig

(Last) (First) (Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ward Rob

(Last) (First) (Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bischof George

(Last) (First) (Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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. Paul Madera ("Madera"), 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. Each of the Reporting Persons disclaims the existence of a "group" and 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. 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. Madera, 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 Ward 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.

7. Shares are held by Ward.

8. Represents shares received by Bischof 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.

9. Shares are held by Bischof.

10. Represents shares received by The Shin-Sherman Trust 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.

11. Shares are held by a family trust for which Sherman is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Sherman, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Remarks:

	Meritech Capital Associates IV L.L.C., /s/ Joel Backman, Attorney-in-Fact	03/10/2022
	Meritech Capital Partners IV L.P., by Meritech Capital Associates IV L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact	03/10/2022
	Meritech Capital Affiliates IV L.P., by Meritech Capital Associates IV L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact	03/10/2022
	Craig Sherman, /s/ Joel Backman, Attorney-in-Fact	03/10/2022
	Rob Ward, /s/ Joel Backman, Attorney-in-Fact	03/10/2022
	George Bischof, /s/ Joel Backman, Attorney-in-Fact	03/10/2022
	** Signature of Reporting Person	Date
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