SEC Form SC 13G/A filed by ForgeRock Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
ForgeRock, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
34631B101
(CUSIP Number)
December 31, 2022
(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) | |
| x | Rule 13d-1(d) |
* 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 (“Act”) 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).
(Continued on following pages)
Page 1 of 14 Pages
Exhibit Index Contained on Page 13
| CUSIP NO. 34631B101 | 13 G | Page 2 of 14 |
| 1 | NAME OF REPORTING Accel Growth Fund IV L.P. ("AGF4") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 4,798,496 shares, all of which are directly owned by AGF4. Accel Growth Fund IV Associates L.L.C. ("AGF4A"), the general partner of AGF4, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED
VOTING POWER See response to row 5. | |||
| 7 | SOLE
DISPOSITIVE POWER 4,798,496 shares, all of which are directly owned by AGF4. AGF4A, the general partner of AGF4, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,798,496 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.1%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 52,464,862 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022 (the “Form 10-Q”), plus (ii) 4,798,496 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF4.
| CUSIP NO. 34631B101 | 13 G | Page 3 of 14 |
| 1 | NAME OF REPORTING Accel Growth Fund IV Strategic Partners L.P. ("AGF4SP") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 27,298 shares, all of which are directly owned by AGF4SP. AGF4A, the general partner of AGF4SP, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED
VOTING POWER See response to row 5. | |||
| 7 | SOLE
DISPOSITIVE POWER 27,298 shares, all of which are directly owned by AGF4SP. AGF4A, the general partner of AGF4SP, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 27,298 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 47,693,664 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Form 10-Q, plus (ii) 27,298 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF4SP.
| CUSIP NO. 34631B101 | 13 G | Page 4 of 14 |
| 1 | NAME OF REPORTING PERSONS Accel Growth Fund IV Associates L.L.C. ("AGF4A") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 4,825,794 shares, of which 4,798,496 are directly owned by AGF4 and 27,298 are directly owned by AGF4SP. AGF4A, the general partner of AGF4 and AGF4SP, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED
VOTING POWER See response to row 5. | |||
| 7 | SOLE
DISPOSITIVE POWER 4,825,794 shares, of which 4,798,496 are directly owned by AGF4 and 27,298 are directly owned by AGF4SP. AGF4A, the general partner of AGF4 and AGF4SP, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,825,794 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.2%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | OO | ||
(1) Based on 52,492,160 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Form 10-Q, plus (ii) 4,798,496 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF4, plus (iii) 27,298 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF4SP.
| CUSIP NO. 34631B101 | 13 G | Page 5 of 14 |
| 1 | NAME OF REPORTING PERSONS Accel Growth Fund Investors 2016 L.L.C. ("AGFI16") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 229,511 | ||
| 6 | SHARED
VOTING POWER 0 | |||
| 7 | SOLE
DISPOSITIVE POWER 229,511 | |||
| 8 | SHARED
DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 229,511 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.5%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | OO | ||
(1) Based on 47,895,877 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Form 10-Q, plus (ii) 229,511 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGFI16.
| CUSIP NO. 34631B101 | 13 G | Page 6 of 14 |
| 1 | NAME OF REPORTING Accel London III L.P. ("AL3") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 12,800,725 all of which are directly owned by AL3. Accel London III Associates L.P. (“AL3 LP”), the general partner of AL3, may be deemed to have sole power to vote these shares, and Accel London III Associates L.L.C. (“AL3A”), the general partner of AL3 LP, may be deemed to have sole power to vote these shares. Bruce Golden (“BG”), a director of the issuer and managing member of AL3A, may be deemed to have shared power to vote these shares. | ||
| 6 | SHARED
VOTING POWER See response to row 5. | |||
| 7 | SOLE
DISPOSITIVE POWER 12,800,725 all of which are directly owned by AL3. AL3 LP, the general partner of AL3, may be deemed to have sole power to dispose of these shares, and AL3A, the general partner of AL3 LP, may be deemed to have sole power to dispose of these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have shared power to dispose of these shares. | |||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 12,800,725 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 21.2%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 60,467,091 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Form 10-Q, plus (ii) 12,800,725 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AL3.
| CUSIP NO. 34631B101 | 13 G | Page 7 of 14 |
| 1 | NAME OF REPORTING Accel London III Associates L.P. (“AL3 LP”) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 12,800,725 all of which are directly owned by AL3. AL3 LP, the general partner of AL3, may be deemed to have sole power to vote these shares, and AL3A, the general partner of AL3 LP, may be deemed to have sole power to vote these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED
VOTING POWER See response to row 5. | |||
| 7 | SOLE
DISPOSITIVE POWER 12,800,725 all of which are directly owned by AL3. AL3 LP, the general partner of AL3, may be deemed to have sole power to dispose of these shares, and AL3A, the general partner of AL3 LP, may be deemed to have sole power to dispose of these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 12,800,725 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 21.2%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 60,467,091 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Form 10-Q, plus (ii) 12,800,725 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AL3.
| CUSIP NO. 34631B101 | 13 G | Page 8 of 14 |
| 1 | NAME OF REPORTING Accel London Investors 2012 L.P. (“ALI12”) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 290,627 shares, all of which are directly owned by ALI12. AL3A, the general partner of ALI12, may be deemed to have sole power to vote these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have shared power to dispose of these shares. | ||
| 6 | SHARED
VOTING POWER See response to row 5. | |||
| 7 | SOLE
DISPOSITIVE POWER 290,627 shares, all of which are directly owned by ALI12. AL3A, the general partner of ALI12, may be deemed to have sole power to dispose of these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have shared power to dispose of these shares. | |||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 290,627 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.6%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 47,956,993 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Form 10-Q, plus (ii) 290,627 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALI12.
| CUSIP NO. 34631B101 | 13 G | Page 9 of 14 |
| 1 | NAME OF REPORTING PERSONS Accel London III Associates L.L.C. (“AL3A”) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 13,091,352 shares, of which 12,800,725 are directly owned by AL3 and 290,627 are directly owned by ALI12. AL3 LP, the general partner of AL3, may be deemed to have sole power to vote these shares, and AL3A, the general partner of AL3 LP and ALI12 may be deemed to have sole power to vote these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have shared power to vote these shares. | ||
| 6 | SHARED
VOTING POWER See response to row 5. | |||
| 7 | SOLE
DISPOSITIVE POWER 13,091,352 shares, of which 12,800,725 are directly owned by AL3 and 290,627 are directly owned by ALI12. AL3 LP, the general partner of AL3, may be deemed to have sole power to dispose of these shares, and AL3A, the general partner of AL3 LP and ALI12 may be deemed to have sole power to dispose of these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have shared power to dispose of these shares. | |||
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 13,091,352 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 21.5%(1) | ||
| 12 | TYPE OF REPORTING PERSON | OO | ||
(1) Based on 60,757,718 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Form 10-Q, plus (ii) 12,800,725 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AL3, plus (iii) 290,627 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALI12.
| CUSIP NO. 34631B101 | 13 G | Page 10 of 14 |
| 1 | NAME OF REPORTING Bruce Golden ("BG") | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED
VOTING POWER 13,091,352 shares, of which 12,800,725 are directly owned by AL3, and 290,627 are directly owned by ALI12. AL3 LP, the general partner of AL3, may be deemed to have sole power to vote these shares, and AL3A, the general partner of AL3 LP and ALI12 may be deemed to have sole power to vote these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have shared power to vote these shares. | |||
| 7 | SOLE
DISPOSITIVE POWER 0 | |||
| 8 | SHARED
DISPOSITIVE POWER 13,091,352 shares, of which 12,800,725 are directly owned by AL3, and 290,627 are directly owned by ALI12. AL3 LP, the general partner of AL3, may be deemed to have sole power to dispose of these shares, and AL3A, the general partner of AL3 LP and ALI12 may be deemed to have sole power to dispose of these shares. BG, a director of the issuer and managing member of AL3A, may be deemed to have shared power to dispose of these shares. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 13,091,352 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 21.5%(1) | ||
| 12 | TYPE OF REPORTING PERSON | OO | ||
(1) Based on 60,757,718 shares of Class A Common Stock, calculated as follows, (i) 47,666,366 shares of Class A Common Stock outstanding, as of October 31, 2022, as reported by the Issuer in its Form 10-Q, plus (ii) 12,800,725 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AL3, plus (iii) 290,627 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALI12.
| CUSIP NO. 34631B101 | 13 G | Page 11 of 14 |
This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13G initially filed with the United States Securities and Exchange Commission on February 14, 2022 (the “Original Schedule 13G”) by the Reporting Persons. The “Reporting Persons” are collectively, Accel Growth Fund IV L.P. ("AGF4"), Accel Growth Fund IV Strategic Partners L.P. ("AGF4SP"), Accel Growth Fund IV Associates L.L.C. ("AGF4A"), Accel Growth Fund Investors 2016 L.L.C. ("AGFI16"), Accel London III L.P. ("AL3"), Accel London III Associates L.P. (“AL3 LP”), Accel London III Associates L.L.C. (“AL3A”), Accel London Investors 2012 L.P. (“ALI12”), and Bruce Golden ("BG"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.
| ITEM 4. | OWNERSHIP
| |||||
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
| |||||
| (b) | Percent of Class:
See Row 11 of cover page for each Reporting Person.
| |||||
| (c) | Number of shares as to which such person has:
| |||||
| (i) | Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
| |||||
| (ii) | Shared power to vote or to direct the vote:
| |||||
| See Row 6 of cover page for each Reporting Person. | ||||||
| (iii) | Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| CUSIP NO. 34631B101 | 13 G | Page 12 of 14 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
Entities:
Accel Growth Fund IV L.P.*
Accel Growth Fund IV Strategic Partners L.P.*
Accel Growth Fund IV Associates L.L.C.*
Accel Growth Fund Investors 2016 L.L.C.*
Accel London III L.P.*
Accel London III Associates L.P.*
Accel London III Associates L.L.C.*
Accel London Investors 2012 L.P.*
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for the above-listed entities |
Individuals: Bruce Golden*
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for the above-listed individual |
* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 34631B101 | 13 G | Page 13 of 14 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 14 |
| CUSIP NO. 34631B101 | 13 G | Page 14 of 14 |
EXHIBIT A
Agreement of Joint Filing
The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of ForgeRock, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.