Sec Form 3 Filing - Meritech Capital Associates IV, L.L.C. @ ForgeRock, Inc. - 2021-09-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Meritech Capital Associates IV, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
ForgeRock, Inc. [ FORG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
245 LYTTON AVENUE, SUITE 125
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2021
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock ( 1 ) 387,896 I See Footnote ( 2 ) ( 3 )
Common Stock ( 1 ) 9,579 I See Footnote ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock ( 1 ) ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) ( 5 ) 2,732,442 I See Footnote ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) ( 5 ) 67,478 I See Footnote ( 3 ) ( 4 )
Series D Preferred Stock ( 1 ) ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) ( 5 ) 375,867 I See Footnote ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) ( 5 ) 9,282 I See Footnote ( 3 ) ( 4 )
Series E Preferred Stock ( 1 ) ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) ( 5 ) 458,532 I See Footnote ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) ( 5 ) 11,324 I See Footnote ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meritech Capital Associates IV, L.L.C.
245 LYTTON AVENUE, SUITE 125
PALO ALTO, CA94301
X
Meritech Capital Partners IV L.P.
245 LYTTON AVENUE, SUITE 125
PALO ALTO, CA94301
X
Meritech Capital Affiliates IV L.P.
245 LYTTON AVENUE, SUITE 125
PALO ALTO, CA94301
X
Sherman Craig
245 LYTTON AVENUE, SUITE 125
PALO ALTO, CA94301
X
Ward Rob
245 LYTTON AVENUE, SUITE 125
PALO ALTO, CA94301
X
Bischof George
245 LYTTON AVENUE, SUITE 125
PALO ALTO, CA94301
X
Signatures
Meritech Capital Associates IV L.L.C., /s/ Joel Backman, Attorney-in-Fact 09/15/2021
Signature of Reporting Person Date
Meritech Capital Partners IV L.P., by Meritech Capital Associates IV L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact 09/15/2021
Signature of Reporting Person Date
Meritech Capital Affiliates IV L.P., by Meritech Capital Associates IV L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact 09/15/2021
Signature of Reporting Person Date
/s/ Joel Backman, Attorney-in-Fact for George Bischof 09/15/2021
Signature of Reporting Person Date
/s/ Joel Backman, Attorney-in-Fact for Craig Sherman 09/15/2021
Signature of Reporting Person Date
/s/ Joel Backman, Attorney-in-Fact for Rob Ward 09/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All shares of Series C Preferred Stock, par value $0.001 per share "Series C Preferred Stock" , Series D Preferred Stock, par value $0.001 per share "Series D Preferred Stock" and Series E Preferred Stock, par value $0.001 per share "Series E Preferred Stock" , of ForgeRock, Inc. the "Issuer" will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share "Common Stock" immediately prior to the closing of the Issuer's initial public offering the "IPO" of its Class A common stock, par value $0.001 per share "Class A Common Stock" , without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.001 per share "Class B Common Stock"
( 2 )Shares are held by Meritech Capital Partners IV L.P. ("MCP IV"). Meritech Capital Associates IV L.L.C. ("GP IV"), the general partner of MCP IV, has sole voting and dispositive power with respect to the shares held by MCP IV. Paul Madera ("Madera"), George Bischof ("Bischof"), Craig Sherman ("Sherman") and Rob Ward ("Ward"), the managing members of GP IV, share the voting and dispositive power with respect to the shares held by MCP IV.
( 3 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
( 4 )Shares are held by Meritech Capital Affiliates IV L.P. ("MCA IV"). GP IV, the general partner of MCA IV, has sole voting and dispositive power with respect to the shares held by MCP IV. Madera, Bischof, Sherman and Ward, the managing members of GP IV, share voting and dispositive power with respect to the shares held by MCP IV.
( 5 )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. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Each of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock has no expiration 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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