Sec Form 4 Filing - ACCEL LONDON III LP @ ForgeRock, Inc. - 2021-09-20

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 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) 09/20/2021 (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 ) 09/20/2021 C 12,466,364 A $ 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 12,800,725 D ( 7 ) Common Stock ( 1 ) 09/20/2021 C 283,036 A $ 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 290,627 I By: Accel London 2012 L.P. ( 8 ) Common Stock ( 1 ) 09/20/2021 C 224,037 A $ 0 ( 1 ) ( 5 ) ( 6 ) 229,511 I By: Accel Growth Fund Investors 2016 L.L.C. ( 9 ) Common Stock ( 1 ) 09/20/2021 C 4,684,048 A $ 0 ( 1 ) ( 5 ) ( 6 ) 4,798,496 I By: Accel Growth Fund IV L.P. ( 10 ) Common Stock ( 1 ) 09/20/2021 C 26,647 A $ 0 ( 1 ) ( 5 ) ( 6 ) 27,298 I By: Accel Growth Fund IV Strategic Partners L.P. ( 10 ) Common Stock ( 1 ) 09/20/2021 J( 1 ) 12,800,725 D $ 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 0 D ( 7 ) Common Stock ( 1 ) 09/20/2021 J( 1 ) 290,627 D $ 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 0 I By: Accel London 2012 L.P. ( 8 ) Common Stock ( 1 ) 09/20/2021 J( 1 ) 229,511 D $ 0 ( 1 ) ( 5 ) ( 6 ) 0 I By: Accel Growth Fund Investors 2016 L.L.C. ( 9 ) Common Stock ( 1 ) 09/20/2021 J( 1 ) 4,798,496 D $ 0 ( 1 ) ( 5 ) ( 6 ) 0 I y: Accel Growth Fund IV L.P. ( 10 ) Common Stock ( 1 ) 09/20/2021 J( 1 ) 27,298 D $ 0 ( 1 ) ( 5 ) ( 6 ) 0 I By: Accel Growth Fund IV Strategic Partners L.P. ( 10 )

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 ( 2 ) 09/20/2021 C 6,518,668 ( 2 ) ( 2 ) Common Stock 6,518,668 $ 0 ( 2 ) 0 D ( 7 ) Series A Preferred Stock ( 2 ) 09/20/2021 C 148,000 ( 2 ) ( 2 ) Common Stock 148,000 $ 0 ( 2 ) 0 I By: Accel London 2012 L.P. ( 8 ) Series B Preferred Stock ( 3 ) 09/20/2021 C 2,202,266 ( 3 ) ( 3 ) Common Stock 2,202,266 $ 0 ( 3 ) 0 D ( 7 ) Series B Preferred Stock ( 3 ) 09/20/2021 C 50,000 ( 3 ) ( 3 ) Common Stock 50,000 $ 0 ( 3 ) 0 I By: Accel London 2012 L.P. ( 8 ) Series C Preferred Stock ( 4 ) 09/20/2021 C 1,551,780 ( 4 ) ( 4 ) Common Stock 1,551,780 $ 0 ( 4 ) 0 D ( 7 ) Series C Preferred Stock ( 4 ) 09/20/2021 C 35,232 ( 4 ) ( 4 ) Common Stock 35,232 $ 0 ( 4 ) 0 I By: Accel London 2012 L.P. ( 8 ) Series D Preferred Stock ( 5 ) 09/20/2021 C 1,686,771 ( 5 ) ( 5 ) Common Stock 1,686,771 $ 0 ( 5 ) 0 D ( 7 ) Series D Preferred Stock ( 5 ) 09/20/2021 C 38,296 ( 5 ) ( 5 ) Common Stock 38,296 $ 0 ( 5 ) 0 I By: Accel London 2012 L.P. ( 8 ) Series D Preferred Stock ( 5 ) 09/20/2021 C 195,795 ( 5 ) ( 5 ) Common Stock 195,795 $ 0 ( 5 ) 0 I By: Accel Growth Fund Investors 2016 L.L.C. ( 9 ) Series D Preferred Stock ( 5 ) 09/20/2021 C 4,093,585 ( 5 ) ( 5 ) Common Stock 4,093,585 $ 0 ( 5 ) 0 I By: Accel Growth Fund IV L.P. ( 10 ) Series D Preferred Stock ( 5 ) 09/20/2021 C 23,288 ( 5 ) ( 5 ) Common Stock 23,288 $ 0 ( 5 ) 0 I By: Accel Growth Fund IV Strategic Partners L.P. ( 10 ) Series E Preferred Stock ( 6 ) 09/20/2021 C 506,879 ( 6 ) ( 6 ) Common Stock 506,879 $ 0 ( 6 ) 0 D ( 7 ) Series E Preferred Stock ( 6 ) 09/20/2021 C 11,508 ( 6 ) ( 6 ) Common Stock 11,508 $ 0 ( 6 ) 0 I By: Accel London 2012 L.P. ( 8 ) Series E Preferred Stock ( 6 ) 09/20/2021 C 28,242 ( 6 ) ( 6 ) Common Stock 28,242 $ 0 ( 6 ) 0 I By: Accel Growth Fund Investors 2016 L.L.C. ( 9 ) Series E Preferred Stock ( 6 ) 09/20/2021 C 590,463 ( 6 ) ( 6 ) Common Stock 590,463 $ 0 ( 6 ) 0 I By: Accel Growth Fund IV L.P. ( 10 ) Series E Preferred Stock ( 6 ) 09/20/2021 C 3,359 ( 6 ) ( 6 ) Common Stock 3,359 $ 0 ( 6 ) 0 I By: Accel Growth Fund IV Strategic Partners L.P. ( 10 ) Class B Common Stock ( 1 ) 09/20/2021 J( 1 ) 12,800,725 ( 1 ) ( 1 ) Class A Common Stock 12,800,725 $ 0 ( 1 ) 12,800,725 D ( 7 ) Class B Common Stock ( 1 ) 09/20/2021 J( 1 ) 290,627 ( 1 ) ( 1 ) Class A Common Stock 290,627 $ 0 ( 1 ) 290,627 I By: Accel London 2012 L.P. ( 8 ) Class B Common Stock ( 1 ) 09/20/2021 J( 1 ) 229,511 ( 1 ) ( 1 ) Class A Common Stock 229,511 $ 0 ( 1 ) 229,511 I By: Accel Growth Fund Investors 2016 L.L.C. ( 9 ) Class B Common Stock ( 1 ) 09/20/2021 J( 1 ) 4,798,496 ( 1 ) ( 1 ) Class A Common Stock 4,798,496 $ 0 ( 1 ) 4,798,496 I By: Accel Growth Fund IV L.P. ( 10 ) Class B Common Stock ( 1 ) 09/20/2021 J( 1 ) 27,298 ( 1 ) ( 1 ) Class A Common Stock 27,298 $ 0 ( 1 ) 27,298 I By: Accel Growth Fund IV Strategic Partners L.P. ( 10 )

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. 09/22/2021 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Accel London III Associates L.P. 09/22/2021 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Accel London III Associates L.L.C. 09/22/2021 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Accel London Investors 2012 L.P. 09/22/2021 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund Investors 2016 L.L.C. 09/22/2021 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund IV L.P. 09/22/2021 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund IV Associates L.L.C. 09/22/2021 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund IV Strategic Partners L.P. 09/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), each share of ForgeRock, Inc.'s (the "Issuer") common stock, par value $0.001 per share (the "Common Stock"), was automatically reclassified into one share of the Issuer's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), immediately prior to the closing of the initial public offering (the "IPO") of the Issuer's Class A common stock, par value $0.001 per share (the "Class A Common Stock"). 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 and has no expiration date. 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 )Each share of Series A Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date. ( 3 )Each share of Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date. ( 4 )Each share of Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date. ( 5 )Each share of Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date. ( 6 )Each share of Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )Accel Growth Fund IV Associates L.L.C. is the general partners 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.

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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