| 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)
| 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) 09/20/2021 | ||||||||||||||||||||||||||
| 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 | ||||||||
| Stock Option (right to buy) | $3.72 | 09/20/2021 | J(1)(2) | 345,977 | (3) | 12/21/2028 | Common Stock | 345,977 | $0.00(1) | 0 | D | ||||
| Stock Option (right to buy) | $3.72 | 09/20/2021 | J(1)(2) | 345,977 | (3) | 12/21/2028 | Class B Common Stock | 345,977 | $0.00(1) | 345,977 | D | ||||
| Stock Option (right to buy) | $3.72 | 09/20/2021 | J(1)(2) | 172,989 | (4) | 12/21/2028 | Common Stock | 172,989 | $0.00(1) | 0 | D | ||||
| Stock Option (right to buy) | $3.72 | 09/20/2021 | J(1)(2) | 172,989 | (4) | 12/21/2028 | Class B Common Stock | 172,989 | $0.00(1) | 172,989 | D | ||||
| Stock Option (right to buy) | $4.83 | 09/20/2021 | J(1)(2) | 100,000 | (5) | 02/08/2030 | Common Stock | 100,000 | $0.00(1) | 0 | D | ||||
| Stock Option (right to buy) | $4.83 | 09/20/2021 | J(1)(2) | 100,000 | (5) | 02/08/2030 | Class B Common Stock | 100,000 | $0.00(1) | 100,000 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), each share of ForgeRock, Inc.'s (the "Issuer") common stock, par value $0.001 per share (the "Common Stock"), was automatically reclassified into one share of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), immediately prior to the closing of the initial public offering (the "IPO") of the Issuer's Class A common stock, par value $0.001 per share (the "Class A Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer. |
| 2. Effective upon the occurrence of the Reclassification, all stock options outstanding under the Issuer's 2012 Equity Incentive Plan (the "2012 Plan") cover shares of Class B Common Stock. |
| 3. Option granted under the Issuer's 2012 Plan. Twenty-five percent (25%) of the shares subject to the option vested on December 17, 2019; thereafter, the remaining number of shares subject to the option vest in equal monthly installments over the following thirty-six (36) months, subject to the Reporting Person continuing as a service provider through each such date. |
| 4. Option granted under the Issuer's 2012 Plan and is subject to performance vesting requirements. The shares underlying this option vest, subject to the Reporting Person continuing as a service provider, upon the satisfaction of certain performance-based conditions, provided that such performance-based conditions occur prior to December 22, 2028. The performance-based conditions are based on the Issuer achieving certain performance targets. The performance-based conditions were satisfied as to 50% on July 23, 2020. |
| 5. Option granted under the Issuer's 2012 Plan. Twenty-five percent (25%) of the shares subject to the option vested on March 1, 2021; thereafter, the remaining number of shares subject to the option vest in equal monthly installments over the following thirty-six (36) months, subject to the Reporting Person continuing as a service provider through each such date. |
| Remarks: |
| /s/ Samuel J. Fleischmann, by Power of Attorney for Peter K. Angstadt, Jr. | 09/22/2021 | |
| ** 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. | ||
