0001628280-24-001736.txt : 20240118
0001628280-24-001736.hdr.sgml : 20240118
20240118204119
ACCESSION NUMBER: 0001628280-24-001736
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230412
FILED AS OF DATE: 20240118
DATE AS OF CHANGE: 20240118
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Phillips Jennifer
CENTRAL INDEX KEY: 0002003248
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39794
FILM NUMBER: 24543483
MAIL ADDRESS:
STREET 1: 415 MISSION ST., STE 5510
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Forge Global Holdings, Inc.
CENTRAL INDEX KEY: 0001827821
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200]
ORGANIZATION NAME: 02 Finance
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
3/A
1
wk-form3a_1705628467.xml
FORM 3/A
X0206
3/A
2023-04-12
2023-12-28
0
0001827821
Forge Global Holdings, Inc.
FRGE
0002003248
Phillips Jennifer
415 MISSION STREET, SUITE 5510
SAN FRANCISCO
CA
94105
0
1
0
0
Chief Growth Officer
Common Stock, $0.0001 par value per share
294020
D
Stock Options
5.434
2031-07-02
Common Stock, $0.0001 par value per share
624586
D
Stock Options
0.5123
2031-03-12
Common Stock, $0.0001 par value per share
156146
D
Stock Options
0.5123
2030-12-09
Common Stock, $0.0001 par value per share
349768
D
Warrants
3.98
2020-11-09
2025-11-09
Common Stock, $0.0001 par value per share
1314
D
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").
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
(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).
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.
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.
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.
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.
/s/ Mark P. Lee, Attorney-in-Fact
2024-01-18