Sec Form 3/A Filing - Phillips Jennifer @ Forge Global Holdings, Inc. - 2023-04-12

FORM 3/A 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 Phillips Jennifer 2. Issuer Name and Ticker or Trading Symbol Forge Global Holdings, Inc. [ FRGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Growth Officer (Last) (First) (Middle) 415 MISSION STREET, SUITE 5510 3. Date of Earliest Transaction (MM/DD/YY) 04/12/2023 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 12/28/2023 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 294,020 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D

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 Stock Options $ 5.434 ( 5 ) 07/02/2031 Common Stock, $0.0001 par value per share 624,586 D Stock Options $ 0.5123 ( 6 ) 03/12/2031 Common Stock, $0.0001 par value per share 156,146 D Stock Options $ 0.5123 ( 7 ) 12/09/2030 Common Stock, $0.0001 par value per share 349,768 D Warrants $ 3.98 11/09/2020 11/09/2025 Common Stock, $0.0001 par value per share 1,314 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phillips Jennifer 415 MISSION STREET, SUITE 5510 SAN FRANCISCO, CA94105 Chief Growth Officer Signatures /s/ Mark P. Lee, Attorney-in-Fact 01/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 28, 2023, an initial Form 3 was filed to report the following: 316,479 of such shares represent restricted stock units ("RSUs") granted on June 1, 2022 under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer's Common Stock. Subject to the Reporting Person's continued employment through each applicable vesting date, the RSUs vest as follows: (i) 1/3 of the RSUs shall vest on March 21, 2023 (the "First Tranche"), (ii) 1/3 of the RSUs shall vest on March 21, 2024 (the "Second Tranche") and (iii) 1/3 of the RSUs shall vest on March 21, 2025 (the "Third Tranche" and collectively with the First Tranche and Second Tranche, the "Time-Vesting Schedule"). ( 2 )Notwithstanding the Time-Vesting Schedule, the RSUs shall become eligible to earlier vesting after the expiration of the six-month period following March 21, 2022 (the "Lock-Up Period") upon the following conditions: (i) the First Tranche will immediately vest if the Issuer's stock price meets or exceeds a closing price of $12.50 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the First Tranche under the Time-Vesting Schedule, in which case the Second Tranche and Third Tranche will have their time-vesting component accelerated by six months; and ( 3 )(ii) the Second Tranche will immediately vest if the Issuer's stock price meets or exceeds a closing price of $15.00 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the Second Tranche under the Time-Vesting Schedule, in which case the Third Tranche will have its time-vesting component accelerated by an additional six months. These RSUs will vest in accordance with such vesting provisions in the event the Issuer share price triggers are achieved through the date of a "Sale Event" of the Issuer (as defined in the 2022 Plan). ( 4 )This amendment is being filed solely to correct this initially reported 316,479 amount to 294,020. This reduction reflects that prior to the date of the event requiring the initial Form 3 filing, 36,480 shares had already been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of RSUs. ( 5 )These shares represent stock options granted under the Amended and Restated Forge Global, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, the shares subject to the award vest in 48 equal monthly installments starting on May 1, 2021. ( 6 )These shares represent stock options granted under the 2018 Plan. Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, 25% of the shares subject to the award vested on January 1, 2022 and the remaining shares vest thereafter in 36 equal monthly installments. ( 7 )These shares represent stock options granted under the 2018 Plan. Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, 25% of the shares subject to the award vested on May 10, 2020 and the remaining shares vest thereafter in 36 equal monthly installments.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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