Sec Form 4 Filing - Rodriques Kelly @ Forge Global Holdings, Inc. - 2023-06-15

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 Rodriques Kelly 2. Issuer Name and Ticker or Trading Symbol Forge Global Holdings, Inc. [ FRGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 415 MISSION ST., SUITE 5510 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2023 (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 Common Stock, $0.0001 par value per share 06/15/2023 A 2,339,030 ( 1 ) A $ 0 10,688,420 D Common Stock, $0.0001 par value per share 66,945 I By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA Common Stock, $0.0001 par value per share 677,733 I By Operative Capital LP ( 2 ) Common Stock, $0.0001 par value per share 1,596,734 I By Operative Capital SPV I, LLC ( 2 )

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 Options $ 3.98 06/15/2023 J 3,122,931 ( 3 ) ( 3 ) Common Stock, $0.0001 par value per share 3,122,931 $ 0 0 D Warrants $ 3.98 11/09/2020 11/09/2025 Common Stock, $0.0001 par value per share 3,834 3,834 D Warrants $ 3.98 11/09/2020 11/09/2025 Common Stock, $0.0001 par value per share 25,083 25,083 I By Operative Capital LP ( 2 ) Warrants $ 3.98 11/09/2020 11/09/2025 Common Stock, $0.0001 par value per share 6,277 6,277 I By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rodriques Kelly 415 MISSION ST., SUITE 5510 SAN FRANCISCO, CA94105 X Chief Executive Officer Signatures /s/ Mark P. Lee, Attorney-in-Fact 06/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent restricted stock units ("RSUs") granted under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "Plan"). Each unit represents a right to receive one share of the Issuer's common stock. The Issuer's stockholders approved the grant of this award at the Issuer's Annual Stockholder Meeting held on June 14, 2023 (the "Annual Meeting"), with such grant to be effective on the first calendar date following the date of stockholder approval. Subject to the Reporting Person's continued Service Relationship (as defined in the Plan) through the applicable vesting date, up to 100% of the RSUs subject to this award are eligible to vest if the Company achieves three separate stock-price performance metrics. ( 2 )The Reporting Person is a managing member of the ultimate general partner of each of Operative Capital LP and Operative Capital SPV I, LLC and thus may be deemed to be the beneficial owner of the shares held by such entities. The Reporting Person disclaims beneficial ownership of all securities held by Operative LP and Operative SPV 1 except to the extent of his pecuniary interest therein, if any. ( 3 )The Issuer's stockholders approved the cancellation of this performance stock option award at the Annual Meeting, with such cancellation to be effective on the first calendar date following the date of stockholder approval.

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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