0001209191-23-047315.txt : 20230825 0001209191-23-047315.hdr.sgml : 20230825 20230825162612 ACCESSION NUMBER: 0001209191-23-047315 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230823 FILED AS OF DATE: 20230825 DATE AS OF CHANGE: 20230825 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flower Johanna CENTRAL INDEX KEY: 0001872303 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40787 FILM NUMBER: 231208695 MAIL ADDRESS: STREET 1: C/O FRESHWORKS INC. STREET 2: 2950 S DELAWARE STREET, SUITE 201 CITY: SAN MATEO STATE: CA ZIP: 94403 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ForgeRock, Inc. CENTRAL INDEX KEY: 0001543916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 331223363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 599-1100 MAIL ADDRESS: STREET 1: 201 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-23 1 0001543916 ForgeRock, Inc. FORG 0001872303 Flower Johanna C/O FORGEROCK, INC. 201 MISSION STREET, SUITE 2900 SAN FRANCISCO CA 94105 1 0 0 0 0 Class A Common Stock 2023-08-23 4 D 0 11256 23.25 D 0 D Stock Option (right to buy) 16.35 2023-08-23 4 D 0 63250 23.25 D Class B Common Stock 63250 0 D Represents shares of Class A common stock that were disposed of at the effective time (the "Effective Time") of the merger (the "Merger") of Project Fortress Merger Sub, Inc. by and into ForgeRock, Inc. (the "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"). 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"). Pursuant to the terms of a stock option agreement between the Reporting Person and the Issuer, this option vested in full in connection with the Merger. At the Effective Time, this option was canceled and converted into the right to receive a cash payment equal to the difference between (a) the aggregate exercise price of this option and (b) the product of the Merger Consideration and the number of shares subject to this option. The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control. /s/ Samuel J. Fleischmann, by Power of Attorney for Johanna Flower 2023-08-25