Sec Form 5 Filing - MADERA PAUL S @ ForgeRock, Inc. - 2021-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
MADERA PAUL S
2. Issuer Name and Ticker or Trading Symbol
ForgeRock, Inc. [ FORG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FORGEROCK, INC.,, 201 MISSION STREET, SUITE 2900
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 11/29/2021 C( 1 ) 3,954,737 A $ 0 3,954,737 I See Footnote( 2 )( 3 )
Class A Common Stock 11/29/2021 C( 1 ) 97,663 A $ 0 97,663 I See Footnote( 3 )( 4 )
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
Class B Common Stock $ 0 11/29/2021 C( 1 ) 3,954,737 ( 1 ) ( 1 ) Class A Common Stock 3,954,737 $ 0 0 I See Footnote( 2 )( 3 )
Class B Common Stock $ 0 11/29/2021 C( 1 ) 97,663 ( 1 ) ( 1 ) Class A Common Stock 97,663 $ 0 0 I See Footnote( 3 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MADERA PAUL S
C/O FORGEROCK, INC.,
201 MISSION STREET, SUITE 2900
SAN FRANCISCO, CA94105
X X
Signatures
/s/ Amy B. Martin, by Power of Attorney for Paul S. Madera 02/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock") of ForgeRock, Inc. (the "Issuer") is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"). 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 )Shares are held by Meritech Capital Partners IV L.P. ("MCP IV"). Meritech Capital Associates IV L.L.C. ("GP IV"), the general partner of MCP IV, has sole voting and dispositive power with respect to the shares held by MCP IV. Paul Madera ("Madera"), George Bischof ("Bischof"), Craig Sherman ("Sherman") and Rob Ward ("Ward"), the managing members of GP IV, share the voting and dispositive power with respect to the shares held by MCP IV.
( 3 )Each of the Reporting Persons disclaims the existence of a "group" and 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.
( 4 )Shares are held by Meritech Capital Affiliates IV L.P. ("MCA IV"). GP IV, the general partner of MCA IV, has sole voting and dispositive power with respect to the shares held by MCA IV. Madera, Bischof, Sherman and Ward, the managing members of GP IV, share the voting and dispositive power with respect to the shares held by MCA IV.

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