4//SEC Filing
Barker Peter M 4
Accession 0001209191-23-047332
CIK 0001543916other
Filed
Aug 24, 8:00 PM ET
Accepted
Aug 25, 4:34 PM ET
Size
12.2 KB
Accession
0001209191-23-047332
Insider Transaction Report
Form 4
ForgeRock, Inc.FORG
Barker Peter M
Chief Product Officer & EVP
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2023-08-23$23.25/sh−46,096$1,071,732→ 0 totalExercise: $25.00Exp: 2031-09-14→ Class A Common Stock (46,096 underlying) - Disposition to Issuer
Class A Common Stock
2023-08-23$23.25/sh−212,670$4,944,578→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2023-08-23$23.25/sh−14,583$339,055→ 0 totalExercise: $4.83Exp: 2030-05-18→ Class B Common Stock (14,583 underlying)
Footnotes (5)
- [F1]Represents 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").
- [F2]At the Effective Time, each unvested RSU was canceled and converted into the contingent right to receive a cash payment per unvested RSU of $23.25, without interest, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration"), 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.
- [F3]At the Effective Time, all of the remaining shares subject to this option remained unvested. At the Effective Time, this option was canceled and converted into the contingent right to receive a cash payment equal to the difference between (i) the aggregate exercise price of this option and (ii) the product of the Merger Consideration and the number of shares subject to this option, which contingent payment will vest and become payable pursuant to the time-based vesting schedule that the unvested stock options were subject to immediately prior to the Effective Time.
- [F4]At the Effective Time, 22,087 of the shares subject to this option had vested and 24,009 of the shares subject to this option remained unvested. At the Effective Time, (i) the vested portion of 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 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 canceled 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
- [F5](continuation of FN (4)): to immediately prior to the Effective Time.
Documents
Issuer
ForgeRock, Inc.
CIK 0001543916
Entity typeother
Related Parties
1- filerCIK 0001612102
Filing Metadata
- Form type
- 4
- Filed
- Aug 24, 8:00 PM ET
- Accepted
- Aug 25, 4:34 PM ET
- Size
- 12.2 KB