RCP Iii Aiv Form 4 ForgeRock / Jeffrey T Parks 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^*

Parks Jeffrey T

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025-3652

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2022

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(1)	05/25/2022		A		9,057(2)(3)	A	$0.00	9,057	D(4)
Class A Common Stock(1)	05/25/2022		A		2,266(2)(5)	A	$0.00	11,323	D(4)
Class A Common Stock								2,938,640	I	See Footnote(6)
Class A Common Stock								610,992	I	See Footnote(7)
Class A Common Stock								1,018,318	I	See Footnote(8)

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^*

Parks Jeffrey T

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital Partners III (Parallel - A) L.P.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital III L.P.

(Last) (First) (Middle)

70 WILLOW ROAD

SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital GP III Ltd.

(Last) (First) (Middle)

70 WILLOW ROAD

SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RCP III AIV L.P.

(Last) (First) (Middle)

70 WILLOW ROAD

SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital Partners III (Parallel - B) L.P.

(Last) (First) (Middle)

70 WILLOW ROAD

SUITE 100

(Street)

MENLO PARK CA 94025-3652

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed by Jeffrey T. Parks and RCP III AIV L.P., Riverwood Capital III L.P., Riverwood Capital GP III Ltd., Riverwood Capital Partners III (Parallel-A) L.P. and Riverwood Capital Partners III (Parallel-B) L.P. (collectively, the "Riverwood Entities"). Mr. Parks is a member of the board of directors of the Issuer (the "Board") and a member of the investment committee of Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP III Ltd. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer, subject to the applicable vesting schedule and conditions of each RSU.

3. The reported securities represent RSUs. 100% of the RSUs will vest on the earlier of (i) May 25, 2023 and (ii) the day before the Issuer's 2023 annual meeting of stockholders, subject to Mr. Park's continued service through the applicable vesting date.

4. These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes.

5. The reported securities represent RSUs. 25% of the RSUs will vest on each Quarterly Vesting Date (as defined below) following May 20, 2022, subject to Mr. Park's continued service as a member of the Board, as a member of a committee of the Board, or as chairperson of a committee of the Board, as the case may be, through each applicable vesting date. A "Quarterly Vesting Date" is each of February 20, May 20, August 20 and November 20.

6. Shares are held by RCP III AIV L.P. Riverwood Capital III L.P. is the general partner of RCP III AIV L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to be beneficially own the shares held by RCP III AIV L.P.

7. Shares are held by Riverwood Capital Partners III (Parallel-A) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners III (Parallel-A) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to be beneficially own the shares held by Riverwood Capital Partners III (Parallel-A) L.P.

8. Shares are held by Riverwood Capital Partners III (Parallel-B) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners III (Parallel-B) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to be beneficially own the shares held by Riverwood Capital Partners III (Parallel-B) L.P.

Remarks:

	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P.	05/27/2022
	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-A) L.P.	05/27/2022
	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-B) L.P.	05/27/2022
	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of RCP III AIV L.P.	05/27/2022
	/s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd.	05/27/2022
	/s/ Jeffrey Parks	05/27/2022
	** 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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