| 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 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 08/23/2023 | D | 121,852(1) | D | $23.25(2) | 0 | D | |||
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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 | 08/23/2023 | D | 172,989 | (3) | 12/21/2028 | Class B Common Stock | 172,989 | $23.25 | 0 | D | ||||
| Stock Option (right to buy) | $7.86 | 08/23/2023 | D | 50,000 | (4)(5) | 01/31/2031 | Class B Common Stock | 50,000 | $23.25 | 0 | D | ||||
| Stock Option (right to buy) | $25 | 08/23/2023 | D | 29,864 | (5)(6) | 09/14/2031 | Class A Common Stock | 29,864 | $23.25 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents (i) 9,802 shares of Class A common stock and (ii) 112,050 restricted stock units ("RSUs") 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. At the Effective Time, (i) each outstanding share of the Issuer's Class A common stock was canceled 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"); and (ii) each unvested RSU was canceled and converted into the contingent right to receive a cash payment equal to the Merger Consideration per unvested RSU, which will vest and become payable pursuant to the time-based vesting schedule that the unvested RSUs were subject to immediately prior to the Effective Time. |
| 3. This option was fully vested at the Effective Time. At the Effective Time, this option was canceled and converted into the right to receive a cash payment equal to the difference between (a) the aggregate exercise price of this option and (b) the product of the Merger Consideration and the number of shares subject to this option. |
| 4. At the Effective Time, 31,250 shares subject to this option had vested and 18,750 of the shares subject to this option remained unvested. |
| 5. At the Effective Time, (i) the vested portion of this option was cancelled and converted into the right to receive a cash payment equal to the difference between (a) the aggregate exercise price of the vested portion of this option and (b) the product of the Merger Consideration and the number of shares subject to the vested portion of this option; and (ii) the unvested portion of this option was cancelled and converted into the contingent right to receive a cash payment equal to the difference between (a) the aggregate exercise price of the unvested portion of this option and (b) the product of the Merger Consideration and the number of shares subject to the vested portion of this option, which contingent payment will vest and become payable pursuant to the time-based vesting schedule that the unvested portion of the stock option was subject to immediately prior to the Effective Time. |
| 6. At the Effective Time, 14,309 of the shares subject to this option had vested and 15,555 of the shares subject to this option remained unvested. |
| Remarks: |
| The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control. |
| /s/ Samuel J. Fleischmann | 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. | ||
