Sec Form 3 Filing - ACCEL LONDON III LP @ ForgeRock, Inc. - 2021-09-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ACCEL LONDON III LP
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)
(Last) (First) (Middle)
500 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2021
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock ( 1 ) ( 2 ) 334,361 D ( 3 )
Common Stock ( 1 ) ( 2 ) 7,591 I By: Accel London Investors 2012 L.P. ( 4 )
Common Stock ( 1 ) ( 2 ) 5,474 I By: Accel Growth Fund Investors 2016 L.L.C. ( 5 )
Common Stock ( 1 ) ( 2 ) 114,448 I By: Accel Growth Fund IV L.P. ( 6 )
Common Stock ( 1 ) ( 2 ) 651 I By: Accel Growth Fund IV Strategic Partners L.P. ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series A Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 6,518,668 D ( 3 )
Series A Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 148,000 I By: Accel London Investors 2012 L.P. ( 4 )
Series B Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 2,202,266 D ( 3 )
Series B Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 50,000 I By: Accel London Investors 2012 L.P. ( 4 )
Series C Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 1,551,780 D ( 3 )
Series C Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 35,232 I By: Accel London Investors 2012 L.P. ( 4 )
Series D Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 1,686,771 D ( 3 )
Series D Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 38,296 I By: Accel London Investors 2012 L.P. ( 4 )
Series D Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 195,795 I By: Accel Growth Fund Investors 2016 L.L.C. ( 5 )
Series D Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 4,093,585 I By: Accel Growth Fund IV L.P. ( 6 )
Series D Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 23,288 I By: Accel Growth Fund IV Strategic Partners L.P. ( 6 )
Series E Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 506,879 D ( 3 )
Series E Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 11,508 I By: Accel London Investors 2012 L.P. ( 4 )
Series E Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 28,242 I By: Accel Growth Fund Investors 2016 L.L.C. ( 5 )
Series E Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 590,463 I By: Accel Growth Fund IV L.P. ( 6 )
Series E Preferred Stock ( 1 ) ( 2 ) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 1 ) ( 2 ) ( 7 ) 3,359 I By: Accel Growth Fund IV Strategic Partners L.P. ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ACCEL LONDON III LP
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel London III Associates L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel London III Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel London Investors 2012 L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Growth Fund Investors 2016 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Growth Fund IV L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Growth Fund IV Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Growth Fund IV Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Signatures
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel London III L.P. 09/15/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel London III Associates L.P. 09/15/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel London III Associates L.L.C. 09/15/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel London Investors 2012 L.P. 09/15/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Growth Fund Investors 2016 L.L.C. 09/15/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Growth Fund IV L.P. 09/15/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Growth Fund IV Associates L.L.C. 09/15/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact for Accel Growth Fund IV Strategic Partners L.P. 09/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All shares of Series A Preferred Stock, par value $0.002 per share ("Series A Preferred Stock"), Series B Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), Series C Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), Series D Preferred Stock, par value $0.001 per share ("Series D Preferred Stock") and Series E Preferred Stock, par value $0.001 per share ("Series E Preferred Stock"), of ForgeRock, Inc. (the "Issuer") will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.001 per share ("Class A Common Stock"), without payment of consideration.
( 2 )(Continued from Footnote 2) Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.001 per share ("Class B Common Stock").
( 3 )Accel London III Associates L.L.C. is the general partner of Accel London III Associates L.P. which is the general partner of Accel London III L.P. and has the sole voting and investment power. Kevin Comolli, Bruce Golden, Hendrik Nelis, and Sonali de Rycker are the managers of Accel London III Associates L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
( 4 )Accel London III Associates L.L.C. is the general partner of Accel London Investors 2012 L.P. and has the sole voting and investment power. Kevin Comolli, Bruce Golden, Hendrik Nelis, and Sonali de Rycker are the managers of Accel London III Associates L.L.C. and share voting and investment power over such shares. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
( 5 )Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the managing members of Accel Growth Fund Investors 2016 L.L.C. and share voting and investment power. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
( 6 )Accel Growth Fund IV Associates L.L.C. is the general partner of both Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P. and has sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the managing members of Accel Growth Fund IV Associates L.L.C. and share such powers. Such managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
( 7 )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. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock has no expiration 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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