Maria C. Walker - 23 Aug 2023 Form 4 Insider Report for ForgeRock, Inc. (FORG)

Role
Director
Signature
/s/ Samuel J. Fleischmann, by Power of Attorney for Maria C. Walker
Issuer symbol
FORG
Transactions as of
23 Aug 2023
Transactions value $
-$4,146,870
Form type
4
Filing time
25 Aug 2023, 17:27:26 UTC
Previous filing
27 May 2022
Next filing
22 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FORG Class A Common Stock Disposed to Issuer -$276,744 -11,903 -100% $23.25 0 23 Aug 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FORG Stock Option (right to buy) Disposed to Issuer -$3,870,125 -166,457 -100% $23.25 0 23 Aug 2023 Class B Common Stock 166,457 $4.71 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Maria C. Walker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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").
F3 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.

Remarks:

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.