SEC FORM 4

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^*

Foundation Capital Management Co. VII, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(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)

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

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)

	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/20/2021		C		8,415,644	A	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	8,415,644	I	See Footnote⁽⁶⁾⁽⁷⁾
Common Stock⁽¹⁾	09/20/2021		C		128,156	A	$0.00⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	128,156	I	See Footnote⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾	09/20/2021		J⁽¹⁾		8,415,644	D	$0.00⁽¹⁾	0	I	See Footnote⁽⁶⁾⁽⁷⁾
Common Stock	09/20/2021		J⁽¹⁾		128,156	D	$0.00⁽¹⁾	0	I	See Footnote⁽⁷⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽²⁾	09/20/2021		C			6,655,448	⁽²⁾	⁽²⁾	Common Stock	6,655,448	$0.00⁽²⁾	0	I	See Footnote⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽²⁾	09/20/2021		C			101,352	⁽²⁾	⁽²⁾	Common Stock	101,352	$0.00⁽²⁾	0	I	See Footnote⁽⁷⁾⁽⁸⁾
Series C Preferred Stock	⁽³⁾	09/20/2021		C			1,184,254	⁽³⁾	⁽³⁾	Common Stock	1,184,254	$0.00⁽³⁾	0	I	See Footnote⁽⁶⁾⁽⁷⁾
Series C Preferred Stock	⁽³⁾	09/20/2021		C			18,034	⁽³⁾	⁽³⁾	Common Stock	18,034	$0.00⁽³⁾	0	I	See Footnote⁽⁷⁾⁽⁸⁾
Series D Preferred Stock	⁽⁴⁾	09/20/2021		C			371,698	⁽⁴⁾	⁽⁴⁾	Common Stock	371,698	$0.00⁽⁴⁾	0	I	See Footnote⁽⁶⁾⁽⁷⁾
Series D Preferred Stock	⁽⁴⁾	09/20/2021		C			5,660	⁽⁴⁾	⁽⁴⁾	Common Stock	5,660	$0.00⁽⁴⁾	0	I	See Footnote⁽⁷⁾⁽⁸⁾
Series E Preferred Stock	⁽⁵⁾	09/20/2021		C			204,244	⁽⁵⁾	⁽⁵⁾	Common Stock	204,244	$0.00⁽⁵⁾	0	I	See Footnote⁽⁶⁾⁽⁷⁾
Series E Preferred Stock	⁽⁵⁾	09/20/2021		C			3,110	⁽⁵⁾	⁽⁵⁾	Common Stock	3,110	$0.00⁽⁵⁾	0	I	See Footnote⁽⁷⁾⁽⁸⁾
Class B Common Stock	⁽¹⁾	09/20/2021		J⁽¹⁾		8,415,644		⁽¹⁾	⁽¹⁾	Class A Common Stock	8,415,644	$0.00⁽¹⁾	8,415,644	I	See Footnote⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽¹⁾	09/20/2021		J⁽¹⁾		128,156		⁽¹⁾	⁽¹⁾	Class A Common Stock	128,156	$0.00⁽¹⁾	128,156	I	See Footnote⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. VII, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Foundation Capital VII, L.P.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Foundation Capital VII Principals Fund, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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. Each share of Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

3. Each share of Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

4. Each share of Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

5. Each share of Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.

6. Shares are held by Foundation Capital VII, L.P. ("FC VII"). Foundation Capital Management Co. VII, L.L.C. ("Management") is the general partner of FC VII and Management may be deemed to beneficially own the shares held by FC VII.

7. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

8. Shares are held by Foundation Capital VII Principals Fund, L.L.C. ("Principals"). Management is the manager of Principals and Management may be deemed to beneficially own the shares held by Principals.

Remarks:

	/s/ Foundation Capital Management Co. VII, L.L.C., by /s/ Warren M. Weiss, Manager	09/22/2021
	Foundation Capital VII, L.P., by Foundation Capital Management Co. VII, L.L.C., its general partner, by /s/ Warren M. Weiss, Manager	09/22/2021
	Foundation Capital VII Principals Fund, L.L.C., by Foundation Capital Management Co. VII, L.L.C., its manager, by /s/ Warren M. Weiss, Manager	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).
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