4//SEC Filing
Foundation Capital VII, L.P. 4
Accession 0001209191-23-047308
CIK 0001543916other
Filed
Aug 24, 8:00 PM ET
Accepted
Aug 25, 4:14 PM ET
Size
13.5 KB
Accession
0001209191-23-047308
Insider Transaction Report
Form 4
ForgeRock, Inc.FORG
Transactions
- Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−8,415,644$195,663,723→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (8,415,644 underlying) - Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−128,156$2,979,627→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (128,156 underlying)
Foundation Capital VII, L.P.
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−8,415,644$195,663,723→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (8,415,644 underlying) - Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−128,156$2,979,627→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (128,156 underlying)
Transactions
- Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−8,415,644$195,663,723→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (8,415,644 underlying) - Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−128,156$2,979,627→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (128,156 underlying)
Footnotes (5)
- [F1]Represents shares of Class B common stock 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").
- [F2]In connection with the Merger, these shares were cancelled 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").
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
ForgeRock, Inc.
CIK 0001543916
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001546800
Filing Metadata
- Form type
- 4
- Filed
- Aug 24, 8:00 PM ET
- Accepted
- Aug 25, 4:14 PM ET
- Size
- 13.5 KB