Sec Form 4 Filing - Parks Jeffrey T @ ForgeRock, Inc. - 2023-08-23

FORM 4 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 Parks Jeffrey T 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) 70 WILLOW ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2023 (Street) MENLO PARK, CA94025-3652 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 Class A Common Stock ( 1 ) 08/23/2023 D 11,323 ( 2 ) D $ 23.25 ( 3 ) 0 D ( 4 ) Class A Common Stock 08/23/2023 D 2,938,640 ( 2 ) D $ 23.25 ( 3 ) 0 I By: RCP III AIV L.P. ( 5 ) Class A Common Stock 08/23/2023 D 610,992 ( 2 ) D $ 23.25 ( 3 ) 0 I By: Riverwood Capital Partners III (Parallel-A) L.P. ( 6 ) Class A Common Stock 08/23/2023 D 1,018,318 ( 2 ) D $ 23.25 ( 3 ) 0 I By: Riverwood Capital Partners Ill (Parallel-B) L.P. ( 7 )

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 Expiratio n 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 08/23/2023 D 1,641,559 ( 8 ) ( 9 ) ( 9 ) Class ACommon Stock 1,641,559 $ 23.25 ( 3 ) 0 I By: RCP III AIV L.P. ( 5 ) Class B Common Stock $ 0 08/23/2023 D 341,306 ( 8 ) ( 9 ) ( 9 ) Common Stock 341,306 $ 23.25 ( 3 ) 0 I By: Riverwood Capital Partners III (Parallel-A) L.P. ( 6 ) Class B Common Stock $ 0 08/23/2023 D 568,845 ( 8 ) ( 9 ) ( 9 ) Common Stock 568,845 $ 23.25 ( 3 ) 0 I By: Riverwood Capital Partners Ill (Parallel-B) L.P. ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parks Jeffrey T 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025-3652 X X Riverwood Capital Partners III (Parallel - A) L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025 X Riverwood Capital III L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025-3652 X Riverwood Capital GP III Ltd. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025-3652 X RCP III AIV L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025-3652 X Riverwood Capital Partners III (Parallel - B) L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025-3652 X Signatures /s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P. 08/25/2023 Signature of Reporting Person Date /s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-A) L.P. 08/25/2023 Signature of Reporting Person Date /s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-B) L.P. 08/25/2023 Signature of Reporting Person Date /s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd., general partner of RCP III AIV L.P. 08/25/2023 Signature of Reporting Person Date /s/ Jeffrey Parks, Director of Riverwood Capital GP III Ltd. 08/25/2023 Signature of Reporting Person Date /s/ Jeffrey Parks 08/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed by Jeffrey T. Parks and RCP III AIV L.P., Riverwood Capital III L.P., Riverwood Capital GP III Ltd., Riverwood Capital Partners III (Parallel-A) L.P. and Riverwood Capital Partners III (Parallel-B) L.P. (collectively, the "Riverwood Entities"). Mr. Parks is a member of board of directors of ForgeRock, Inc. (the "Issuer") and a member of the investment committee of Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP III Ltd. This fling shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 2 )Represents shares of Class A common stock that were disposed of at th e effective time (the "Effective Time") of the merger (the "Merger") of Project Fortress Merger Sub, Inc. by and into 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"). ( 3 )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"). ( 4 )These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes. ( 5 )Shares are held by RCP III AIV L.P. Riverwood Capital III L.P. is the general partner of RCP III AIV L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by RCP III AIV L.P. ( 6 )Shares are held by Riverwood Capital Partners III (Parallel-A) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners (Parallel-A) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by Riverwood Capital Partners III (Parallel-A) L.P. ( 7 )Shares are held by Riverwood Capital Partners III (Parallel-B) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners (Parallel-B) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by Riverwood Capital Partners III (Parallel-B) L.P. ( 8 )In connection with the Merger, these shares were cancelled and converted into the right to receive the Merger Consideration. ( 9 )Represents shares of Class B common stock that were disposed of at the Effective Time of the Merger pursuant to the Merger Agreement.

Remarks: The foregoing descriptions in the footnotes to this Form 4 are qualified in its entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the description above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

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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