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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ForgeRock, Inc. [ FORG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 | 12,800,725 | (1) | (1) | Class A Common Stock | 12,800,725 | $23.25(2) | 0 | D(3) | ||||
Class B Common Stock | $0.00 | 08/23/2023 | D | 4,798,496 | (1) | (1) | Class A Common Stock | 4,798,496 | $23.25(2) | 0 | I | By: Accel Growth Fund IV L.P.(4) | |||
Class B Common Stock | $0.00 | 08/23/2023 | D | 27,298 | (1) | (1) | Class A Common Stock | 27,298 | $23.25(2) | 0 | I | By: Accel Growth Fund IV Strategic Partners L.P.(4) | |||
Class B Common Stock | $0.00 | 08/23/2023 | D | 290,627 | (1) | (1) | Class A Common Stock | 290,627 | $23.25(2) | 0 | I | By: Accel London Investors 2012 L.P.(5) | |||
Class B Common Stock | $0.00 | 08/23/2023 | D | 229,511 | (1) | (1) | Class A Common Stock | 229,511 | $23.25(2) | 0 | I | By: Accel Growth Fund Investors 2016 L.L.C.(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. Accel London III Associates L.L.C., or AL3A 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 AL3A L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
4. Accel Growth Fund IV Associates L.L.C. is the general partner of both Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the managing members of Accel Growth Fund IV Associates L.L.C. and share such powers. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
5. AL3A 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 AL3A L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
6. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the managing members of Accel Growth Fund Investors 2016 L.L.C. and share voting and investment power. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. The principal business address for all Accel entities listed above is 500 University Avenue, Palo Alto, California, 94301. |
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/ Tracy L. Sedlock, as Attorney in Fact for Accel London III L.P. | 08/25/2023 | |
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel London III Associates L.P. | 08/25/2023 | |
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel London III Associates L.L.C. | 08/25/2023 | |
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel London Investors 2012 L.P. | 08/25/2023 | |
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund Investors 2016 L.L.C. | 08/25/2023 | |
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund IV L.P. | 08/25/2023 | |
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund IV Associates L.L.C. | 08/25/2023 | |
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund IV Strategic Partners L.P. | 08/25/2023 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |