SEC Form 4: Heyvaert Paul Luc Robert converted options into 10,230,000 shares and bought 14,000,000 shares
$MOTV
Business Services
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Forge Global Holdings, Inc. [ FRGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/21/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/21/2022 | M(2) | 10,230,000 | A | (1)(2) | 10,230,000 | I(3)(4) | See footnotes(3)(4) | ||
| Common Stock | 03/21/2022 | P(5)(6) | 14,000,000 | A | (5)(6) | 24,230,000 | I(3)(4)(5)(6) | See footnotes(3)(4)(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Class B Ordinary Shares | (1)(2) | 03/21/2022 | M(2) | 10,230,000 | (1) | (1) | Common Stock | (1)(2) | (1)(2) | 0 | I(3)(4) | See footnotes(3)(4) | |||
| Warrants (right to buy) | $11.5 | 03/21/2022 | P(5)(6) | 4,666,664 | 04/20/2022 | 03/21/2027 | Common Stock | 4,666,664 | (5)(6) | 12,053,331 | I(3)(4)(5)(6) | See footnotes(3)(4)(5)(6) | |||
| Explanation of Responses: |
| 1. As described in Motive Capital Corp's ("Motive" and the former name of the Issuer) registration statement on Form S-1 (File No. 333-250947) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, were automatically convertible into Class A ordinary shares of the Issuer concurrently with or immediately following the consummation of its initial business combination (the "Business Combination") on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. |
| 2. On March 21, 2022, Motive consummated the Business Combination with Forge Global, Inc. In connection with the Business Combination and the transactions contemplated thereby (including the domestication of Motive from the Cayman Islands into Delware), each Class B ordinary share converted into one share of Common Stock of the Issuer. Upon consummation of the Business Combination, the Class A ordinary shares were redesignated as common stock (without class designation). |
| 3. The 10,230,000 shares reported herein are held directly by Motive Capital Funds Sponsor, LLC (the "Sponsor"). The Sponsor also owns warrants to purchase 7,386,667 shares of Common Stock at an exercise price of $11.50. The manager of the Sponsor is Motive Partners GP, LLC (the "Manager"). The sole member of Motive Partners GP, LLC is Rob Exploration LLC ("Exploration") where the reporting person is the sole member. Each of Motive Partners GP, LLC, Rob Exploration LLC and the reporting person may be deemed to have beneficial ownership of the shares and warrants. |
| 4. As such, Manager, Exploration and the reporting person may be deemed to have voting and investment discretion with respect to the securities held by the Sponsor and each disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Manager, Exploration, or the reporting person of all of the reported securities for purposes of Section 16 or for any other purpose. |
| 5. On March 21, 2022, in connection with the Business Combination, certain fund vehicles indirectly managed by the Manager (the "A&R FPA Investors") purchased a total of 14,000,000 Forward Purchase Units pursuant to an Amended & Restated Forward Purchase Agreement at a price of $10 per unit (with such units separating into 14,000,000 shares of Common Stock and warrants to purchase 4,666,664 shares of Common Stock at an exercise price of $11.50). Each of Manager, Exploration and the reporting person may be deemed to have beneficial ownership of the shares and the warrants (the "Securities"). |
| 6. As such, Manager, Exploration and the reporting person may be deemed to have voting and investment discretion with respect to the Securities held by the A&R FPA Investors and each disclaims beneficial ownership of these Securities except to the extent of their pecuniary interest therein, and the inclusion of the Securities in this report shall not be deemed an admission of beneficial ownership by Manager, Exploration or the reporting person of all of the reported Securities for purposes of Section 16 or for any other purpose. |
| /s/ Kristy Trieste, as attorney in fact for Paul Luc Robert Heyvaert | 03/23/2022 | |
| ** Signature of Reporting Person | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||