SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rodriques Kelly

(Last)

(First)

(Middle)

415 MISSION ST., SUITE 5510

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/21/2022

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

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share	5,647,322⁽¹⁾	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	1,596,734	I	By Operative Capital SPV I, LLC⁽²⁾
Common Stock, $0.0001 par value per share	677,733	I	By Operative Capital LP⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	⁽³⁾	05/10/2031	Common Stock, $0.0001 par value per share	3,122,931	$3.98	D
Warrants	11/09/2020	11/09/2025	Common Stock, $0.0001 par value per share	3,834	$3.98	D
Warrants	11/09/2020	11/09/2025	Common Stock, $0.0001 par value per share	6,277	$3.98	I	By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA
Warrants	11/09/2020	11/09/2025	Common Stock, $0.0001 par value per share	25,083	$3.98	I	By Operative Capital LP⁽²⁾

Explanation of Responses:

1. Includes 1,135,371 shares of Common Stock subject to vesting restrictions (the "Unvested Shares"). The Unvested Shares vest, subject to continued service, as follows: (i) 45,345 Unvested Shares shall vest on the 1st day of each month beginning on April 1, 2022 over 3 months, (ii) 10,410 Unvested Shares shall vest on the 19th day of each month beginning on April 19, 2022 over 46 months and (iii) 130,122 Unvested Shares shall vest on the 1st day of each month beginning on April 1, 2022 over 4 months.

2. Mr. Rodriques 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. Mr. Rodriques 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. Subject to continued service as Chief Executive Officer, the Option shall vest upon "Exit Proceeds" (as defined in the Option grant) and internal rate of return ("IRR") hurdles, where (i) approximately 1/3 of the Option shall vest upon Exit Proceeds of $9.94 per share and an IRR of at least 20%; (ii) approximately 1/3 of the Option shall vest upon Exit Proceeds of $14.91 per share and an IRR of at least 30%; and (iii) approximately 1/3 of the Option shall vest upon Exit Proceeds of $19.88 per share and an IRR of at least 35%. The Exit Proceeds and IRR hurdles shall be measured on the basis of the closing price average for any trailing 20 trading-day period following a 180-day lock-up period.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Norbert Ngethe, Attorney-in-Fact	03/30/2022
	** 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 5 (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.