Amendment: SEC Form SC 13G/A filed by Forrester Research Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 19)1
Forrester Research, Inc.
(Name of Issuer)
Common Stock, $0.01 per value per share
(Title of Class of Securities)
34653109
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5 Pages
| CUSIP No. 34653109 | 13G | Page 2 of 5 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George F. Colony | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
6,458,113 shares | ||||
| 6. | SHARED VOTING POWER
922,298 shares(1) | |||||
| 7. | SOLE DISPOSITIVE POWER
7,378,831 shares(2) | |||||
| 8. | SHARED DISPOSITIVE POWER
1,580 shares(3) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,380,411 shares(4) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
38.9%(5) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Consists of: (1) 84,283 shares held by The George F. Colony 2022 Grantor Retained Annuity Trust No. 42 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (2) 43,217 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 43 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (3) 43,218 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 44 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (4) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 45 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (5) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 46 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (6) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 47 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; and (7) 1,580 shares owned by Mr. Colony’s wife. |
| (2) | Consists of: (1) 84,283 shares held by The George F. Colony 2022 Grantor Retained Annuity Trust No. 42 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (2) 43,217 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 43 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (3) 43,218 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 44 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (4) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 45 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (5) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 46 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (6) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 47 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; and (7) 6,458,113 shares held by Mr. Colony, individually. |
| (3) | Consists of 1,580 shares owned by Mr. Colony’s wife, of which Mr. Colony disclaims beneficial ownership for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended. |
| (4) | Consists of: (1) 84,283 shares held by The George F. Colony 2022 Grantor Retained Annuity Trust No. 42 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (2) 43,217 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 43 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (3) 43,218 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 44 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (4) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 45 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (5) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 46 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (6) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 47 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (7) 1,580 shares owned by Mr. Colony’s wife; and (8) 6,458,113 shares held by Mr. Colony, individually. |
| (5) | Based on 18,996,000 shares of common stock of the Issuer disclosed by the Issuer as outstanding as of November 4, 2024. |
Page 2 of 5 Pages
SCHEDULE 13G
| Item 1(a) | Name of Issuer: | |||||
| Forrester Research, Inc. | ||||||
| 1(b) | Address of Issuer’s Principal Executive Offices: | |||||
| 60 Acorn Park Drive | ||||||
| Cambridge, MA 02140 | ||||||
| Item 2(a) | Name of Person Filing: | |||||
| George F. Colony | ||||||
| 2(b) | Address of Principal Business Office or, if none, Residence: | |||||
| c/o Forrester Research, Inc. | ||||||
| 60 Acorn Park Drive | ||||||
| Cambridge, MA 02140 | ||||||
| 2(c) | Citizenship: | |||||
| Massachusetts | ||||||
| 2(d) | Title of Class of Securities: | |||||
| Common Stock, $0.01 per value per share | ||||||
| 2(e) | CUSIP Number: | |||||
| 34653109 | ||||||
| Item 3 | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c): | |||||
| Not applicable | ||||||
| Item 4 | Ownership: | |||||
| 4(a) | Amount beneficially owned: | |||||
| An aggregate of 7,380,411 shares of Common Stock, consisting of: (1) 84,283 shares held by The George F. Colony 2022 Grantor Retained Annuity Trust No. 42 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (2) 43,217 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 43 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (3) 43,218 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 44 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (4) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 45 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (5) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 46 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (6) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 47 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (7) 1,580 shares owned by Mr. Colony’s wife; and (8) 6,458,113 shares held by Mr. Colony, individually. | ||||||
| 4(b) | Percent of Class: | |||||
| 38.7% | ||||||
| 4(c) | Number of shares as to which such person has: | |||||
| (i) sole power to vote or to direct the vote: | ||||||
| 6,458,113 shares | ||||||
| (ii) shared power to vote or to direct the vote: | ||||||
| 922,298 shares(1) | ||||||
Page 3 of 5 Pages
| (iii) sole power to dispose or to direct the disposition of: | ||||||
| 7,378,831 shares(2) | ||||||
| (iv) shared power to dispose or to direct the disposition of: | ||||||
| 1,580 shares(3) | ||||||
| (1) | Consists of: (1) 84,283 shares held by The George F. Colony 2022 Grantor Retained Annuity Trust No. 42 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (2) 43,217 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 43 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (3) 43,218 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 44 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (4) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 45 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (5) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 46 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (6) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 47 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; and (7) 1,580 shares owned by Mr. Colony’s wife. |
| (2) | Consists of: (1) 84,283 shares held by The George F. Colony 2022 Grantor Retained Annuity Trust No. 42 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (2) 43,217 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 43 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (3) 43,218 shares held by The George F. Colony 2023 Grantor Retained Annuity Trust No. 44 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (4) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 45 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (5) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 46 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; (6) 250,000 shares held by The George F. Colony 2024 Grantor Retained Annuity Trust No. 47 of which Mr. Colony is a trustee and has sole dispositive power and shares voting power with the 3 other trustees; and (7) 6,458,113 shares held by Mr. Colony, individually. |
| (3) | Consists of 1,580 shares owned by Mr. Colony’s wife, of which Mr. Colony disclaims beneficial ownership for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended. |
| Item 5 |
Ownership of Five Percent or Less of a Class: | |
| Not Applicable. | ||
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: | |
| Not Applicable. | ||
| Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: | |
| Not Applicable. | ||
| Item 8 |
Identification and Classification of Members of the Group: | |
| Not Applicable. | ||
| Item 9 |
Notice of Dissolution of Group: | |
| Not Applicable. | ||
| Item 10 |
Certification: | |
| Not Applicable. | ||
Page 4 of 5 Pages
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| By: | /s/ George F. Colony | |
| Name: | George F. Colony |
November 12, 2024
Page 5 of 5 Pages