Forge Global (FRGE) Form 4 Forge Global / Kelly Rodriques 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^*

Rodriques Kelly

(Last) (First) (Middle)

415 MISSION ST., SUITE 5510

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forge Global Holdings, Inc. [ FRGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023

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
Common Stock, $0.0001 par value per share	06/15/2023		A		2,339,030(1)	A	$0	10,688,420	D
Common Stock, $0.0001 par value per share								66,945	I	By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA
Common Stock, $0.0001 par value per share								677,733	I	By Operative Capital LP(2)
Common Stock, $0.0001 par value per share								1,596,734	I	By Operative Capital SPV I, LLC(2)

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
Options	$3.98	06/15/2023		J			3,122,931	(3)	(3)	Common Stock, $0.0001 par value per share	3,122,931	$0	0	D
Warrants	$3.98							11/09/2020	11/09/2025	Common Stock, $0.0001 par value per share	3,834		3,834	D
Warrants	$3.98							11/09/2020	11/09/2025	Common Stock, $0.0001 par value per share	25,083		25,083	I	By Operative Capital LP(2)
Warrants	$3.98							11/09/2020	11/09/2025	Common Stock, $0.0001 par value per share	6,277		6,277	I	By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA

Explanation of Responses:

1. These shares represent restricted stock units ("RSUs") granted under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "Plan"). Each unit represents a right to receive one share of the Issuer's common stock. The Issuer's stockholders approved the grant of this award at the Issuer's Annual Stockholder Meeting held on June 14, 2023 (the "Annual Meeting"), with such grant to be effective on the first calendar date following the date of stockholder approval. Subject to the Reporting Person's continued Service Relationship (as defined in the Plan) through the applicable vesting date, up to 100% of the RSUs subject to this award are eligible to vest if the Company achieves three separate stock-price performance metrics.

2. The Reporting Person is a managing member of the ultimate general partner of each of Operative Capital LP and Operative Capital SPV I, LLC and thus may be deemed to be the beneficial owner of the shares held by such entities. The Reporting Person disclaims beneficial ownership of all securities held by Operative LP and Operative SPV 1 except to the extent of his pecuniary interest therein, if any.

3. The Issuer's stockholders approved the cancellation of this performance stock option award at the Annual Meeting, with such cancellation to be effective on the first calendar date following the date of stockholder approval.

Remarks:

	/s/ Mark P. Lee, Attorney-in-Fact	06/20/2023
	** 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).
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