0001104659-22-037160.txt : 20220323 0001104659-22-037160.hdr.sgml : 20220323 20220323191839 ACCESSION NUMBER: 0001104659-22-037160 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220321 FILED AS OF DATE: 20220323 DATE AS OF CHANGE: 20220323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heyvaert Paul Luc Robert CENTRAL INDEX KEY: 0001632247 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39794 FILM NUMBER: 22764287 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVE CITY: JACKSONVILLE STATE: FL ZIP: 32204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forge Global Holdings, Inc. CENTRAL INDEX KEY: 0001827821 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 415 MISSION ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-881-1612 MAIL ADDRESS: STREET 1: 415 MISSION ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: Motive Capital Corp DATE OF NAME CHANGE: 20201120 FORMER COMPANY: FORMER CONFORMED NAME: MCF2 Acquisition Corp. DATE OF NAME CHANGE: 20201009 4 1 tm2210158-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-03-21 0 0001827821 Forge Global Holdings, Inc. FRGE 0001632247 Heyvaert Paul Luc Robert C/O MOTIVE PARTNERS 7 WTC, 250 GREENWICH ST., FL 47 NEW YORK NY 10007 0 0 1 1 Former Director Common Stock 2022-03-21 4 M 0 10230000 A 10230000 I See footnotes Common Stock 2022-03-21 4 P 0 14000000 A 24230000 I See footnotes Class B Ordinary Shares 2022-03-21 4 M 0 10230000 D Common Stock 0 I See footnotes Warrants (right to buy) 11.50 2022-03-21 4 P 0 4666664 A 2022-04-20 2027-03-21 Common Stock 4666664 12053331 I See footnotes As described in Motive Capital Corp's ("Motive" and the former name of the Issuer) registration statement on Form S-1 (File No. 333-250947) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, were automatically convertible into Class A ordinary shares of the Issuer concurrently with or immediately following the consummation of its initial business combination (the "Business Combination") on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. On March 21, 2022, Motive consummated the Business Combination with Forge Global, Inc. In connection with the Business Combination and the transactions contemplated thereby (including the domestication of Motive from the Cayman Islands into Delware), each Class B ordinary share converted into one share of Common Stock of the Issuer. Upon consummation of the Business Combination, the Class A ordinary shares were redesignated as common stock (without class designation). The 10,230,000 shares reported herein are held directly by Motive Capital Funds Sponsor, LLC (the "Sponsor"). The Sponsor also owns warrants to purchase 7,386,667 shares of Common Stock at an exercise price of $11.50. The manager of the Sponsor is Motive Partners GP, LLC (the "Manager"). The sole member of Motive Partners GP, LLC is Rob Exploration LLC ("Exploration") where the reporting person is the sole member. Each of Motive Partners GP, LLC, Rob Exploration LLC and the reporting person may be deemed to have beneficial ownership of the shares and warrants. As such, Manager, Exploration and the reporting person may be deemed to have voting and investment discretion with respect to the securities held by the Sponsor and each disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Manager, Exploration, or the reporting person of all of the reported securities for purposes of Section 16 or for any other purpose. On March 21, 2022, in connection with the Business Combination, certain fund vehicles indirectly managed by the Manager (the "A&R FPA Investors") purchased a total of 14,000,000 Forward Purchase Units pursuant to an Amended & Restated Forward Purchase Agreement at a price of $10 per unit (with such units separating into 14,000,000 shares of Common Stock and warrants to purchase 4,666,664 shares of Common Stock at an exercise price of $11.50). Each of Manager, Exploration and the reporting person may be deemed to have beneficial ownership of the shares and the warrants (the "Securities"). As such, Manager, Exploration and the reporting person may be deemed to have voting and investment discretion with respect to the Securities held by the A&R FPA Investors and each disclaims beneficial ownership of these Securities except to the extent of their pecuniary interest therein, and the inclusion of the Securities in this report shall not be deemed an admission of beneficial ownership by Manager, Exploration or the reporting person of all of the reported Securities for purposes of Section 16 or for any other purpose. /s/ Kristy Trieste, as attorney in fact for Paul Luc Robert Heyvaert 2022-03-23