4//SEC Filing
Riverwood Capital Partners III (Parallel - A) L.P. 4
Accession 0000899243-23-018484
CIK 0001543916other
Filed
Aug 24, 8:00 PM ET
Accepted
Aug 25, 9:10 PM ET
Size
30.2 KB
Accession
0000899243-23-018484
Insider Transaction Report
Form 4
ForgeRock, Inc.FORG
Parks Jeffrey T
Director10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−1,641,559$38,166,247→ 0 total(indirect: By: RCP III AIV L.P.)Exercise: $0.00→ Class A Common Stock (1,641,559 underlying) - Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−568,845$13,225,646→ 0 total(indirect: By: Riverwood Capital Partners Ill (Parallel-B) L.P.)Exercise: $0.00→ Common Stock (568,845 underlying) - Disposition to Issuer
Class A Common Stock
2023-08-23$23.25/sh−1,018,318$23,675,894→ 0 total(indirect: By: Riverwood Capital Partners Ill (Parallel-B) L.P.) - Disposition to Issuer
Class B Common Stock
2023-08-23$23.25/sh−341,306$7,935,365→ 0 total(indirect: By: Riverwood Capital Partners III (Parallel-A) L.P.)Exercise: $0.00→ Common Stock (341,306 underlying) - Disposition to Issuer
Class A Common Stock
2023-08-23$23.25/sh−2,938,640$68,323,380→ 0 total(indirect: By: RCP III AIV L.P.) - Disposition to Issuer
Class A Common Stock
2023-08-23$23.25/sh−610,992$14,205,564→ 0 total(indirect: By: Riverwood Capital Partners III (Parallel-A) L.P.) - Disposition to Issuer
Class A Common Stock
2023-08-23$23.25/sh−11,323$263,260→ 0 total
Footnotes (9)
- [F1]This Form 4 is filed by Jeffrey T. Parks and RCP III AIV L.P., Riverwood Capital III L.P., Riverwood Capital GP III Ltd., Riverwood Capital Partners III (Parallel-A) L.P. and Riverwood Capital Partners III (Parallel-B) L.P. (collectively, the "Riverwood Entities"). Mr. Parks is a member of board of directors of ForgeRock, Inc. (the "Issuer") and a member of the investment committee of Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP III Ltd. This fling shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F2]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 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").
- [F3]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").
- [F4]These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes.
- [F5]Shares are held by RCP III AIV L.P. Riverwood Capital III L.P. is the general partner of RCP III AIV L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by RCP III AIV L.P.
- [F6]Shares are held by Riverwood Capital Partners III (Parallel-A) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners (Parallel-A) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by Riverwood Capital Partners III (Parallel-A) L.P.
- [F7]Shares are held by Riverwood Capital Partners III (Parallel-B) L.P. Riverwood Capital III L.P. is the general partner of Riverwood Capital Partners (Parallel-B) L.P. Riverwood Capital GP III Ltd. is the general partner of Riverwood Capital III L.P. Consequently, Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the shares held by Riverwood Capital Partners III (Parallel-B) L.P.
- [F8]In connection with the Merger, these shares were cancelled and converted into the right to receive the Merger Consideration.
- [F9]Represents shares of Class B common stock that were disposed of at the Effective Time of the Merger pursuant to the Merger Agreement.
Documents
Issuer
ForgeRock, Inc.
CIK 0001543916
Entity typeother
IncorporatedOntario, Canada
Related Parties
1- filerCIK 0001818732
Filing Metadata
- Form type
- 4
- Filed
- Aug 24, 8:00 PM ET
- Accepted
- Aug 25, 9:10 PM ET
- Size
- 30.2 KB