SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rosch Francis C

(Last)

(First)

(Middle)

C/O FORGEROCK, INC.

201 MISSION STREET, SUITE 2900

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ForgeRock, Inc. [ FORG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/20/2021		J⁽¹⁾		195,331	D	$0.00⁽¹⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3.6	09/20/2021		J⁽¹⁾⁽²⁾			2,710,879	⁽³⁾	06/28/2028	Common Stock	2,710,879	$0.00⁽¹⁾	0	D
Stock Option (right to buy)	$3.6	09/20/2021		J⁽¹⁾⁽²⁾		2,710,879		⁽³⁾	06/28/2028	Class B Common Stock	2,710,879	$0.00⁽¹⁾	2,710,879	D
Stock Option (right to buy)	$4.83	09/20/2021		J⁽¹⁾⁽²⁾			400,000	⁽⁴⁾	02/08/2030	Common Stock	400,000	$0.00⁽¹⁾	0	D
Stock Option (right to buy)	$4.83	09/20/2021		J⁽¹⁾⁽²⁾		400,000		⁽⁴⁾	02/08/2030	Class B Common Stock	400,000	$0.00⁽¹⁾	400,000	D
Stock Option (right to buy)	$7.86	09/20/2021		J⁽¹⁾⁽²⁾			500,000	⁽⁵⁾	02/12/2031	Common Stock	500,000	$0.00⁽¹⁾	0	D
Stock Option (right to buy)	$7.86	09/20/2021		J⁽¹⁾⁽²⁾		500,000		⁽⁵⁾	02/12/2031	Class B Common Stock	500,000	$0.00⁽¹⁾	500,000	D
Class B Common Stock	$0.00⁽¹⁾	09/20/2021		J⁽¹⁾		195,331		⁽¹⁾	⁽¹⁾	Class A Common Stock	195,331	$0.00⁽¹⁾	195,331	D

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. Effective upon the occurrence of the Reclassification, all stock options outstanding under the Issuer's 2012 Equity Incentive Plan (the "2012 Plan") cover shares of Class B Common Stock.

3. Option granted under the Issuer's 2012 Plan. Twenty-five percent (25%) of the shares subject to the option vested on June 29, 2019; thereafter, the remaining number of shares subject to the option vest in equal monthly installments over the following thirty-six (36) months, subject to the Reporting Person continuing as a service provider through each such date.

4. Option granted under the Issuer's 2012 Plan. Twenty-five percent (25%) of the shares subject to the option vested on March 1, 2021; thereafter, the remaining number of shares subject to the option vest in equal monthly installments over the following thirty-six (36) months, subject to the Reporting Person continuing as a service provider through each such date.

5. Option granted under the Issuer's 2012 Plan. Twenty-five percent (25%) of the shares subject to the option will vest on February 1, 2022; thereafter, the remaining number of shares subject to the option vest in equal monthly installments over the following thirty-six (36) months, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

	/s/ Samuel J. Fleischmann, by Power of Attorney for Francis C. Rosch	09/22/2021
	** Signature of Reporting Person	Date
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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