SEC Form SC 13G/A filed by ForgeRock Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 13d-2 (b)
(Amendment No. 1) *
ForgeRock, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001
(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 11 Pages
Exhibit Index Contained on Page 9
| CUSIP NO. 34631B101 | 13 G | Page 2 of 11 |
| 1 | NAME OF REPORTING PERSON Meritech Capital Partners IV L.P. (“MCP IV”) |
| 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
|
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 844,936 shares, except that MCA IV, the general partner of MCP IV, may be deemed to have sole dispositive power with respect to such shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
844,936 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.8% |
| 12 | TYPE OF REPORTING PERSON*
|
PN |
| CUSIP NO. 34631B101 | 13 G | Page 3 of 11 |
| 1 | NAME OF REPORTING PERSON Meritech Capital Affiliates IV L.P. (“MC AFF IV”) |
| 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
|
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 20,864 shares, except that MCA IV, the general partner of MC AFF IV, may be deemed to have sole dispositive power with respect to such shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
20,864 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0% |
| 12 | TYPE OF REPORTING PERSON*
|
PN |
| CUSIP NO. 34631B101 | 13 G | Page 4 of 11 |
| 1 | NAME OF REPORTING PERSON Meritech Capital Associates IV L.L.C. (“MCA IV”) |
| 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
|
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 865,800 shares, of which 844,936 shares are held by MCP IV and 20,864 shares are held by MC AFF IV, for whom MCA IV serves as general partner. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
865,800 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.8% |
| 12 | TYPE OF REPORTING PERSON*
|
OO |
| CUSIP NO. 34631B101 | 13 G | Page 5 of 11 |
| ITEM 1(A). | NAME OF ISSUER |
| ForgeRock, Inc. | |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| 201 Mission Street, Suite 2900 | |
| San Francisco, California 94105 | |
| ITEM 2(A). | NAME OF PERSONS FILING |
| This Statement is filed by Meritech Capital Partners IV L.P., a Delaware limited partnership (“MCP IV”), Meritech Capital Affiliates IV L.P., a Delaware limited partnership (“MC AFF IV”) and Meritech Capital Associates IV L.L.C., a Delaware limited liability company (“MCA IV”). The foregoing entities are collectively referred to as the “Reporting Persons.” | |
| MCA IV is the general partner of each of MCP IV and MC AFF IV, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP IV and MC AFF IV. | |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
| The address for each of the Reporting Persons is: | |
| Meritech Capital Partners | |
| 245 Lytton Ave, Suite 125 | |
| Palo Alto, CA 94301 | |
| ITEM 2(C). | CITIZENSHIP |
| MCP IV and MC AFF IV are Delaware limited partnerships. MCA IV is a Delaware limited liability company. | |
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
| Class A Common Stock, par value $0.001 | |
| CUSIP #34631B101 | |
| ITEM 3. | Not Applicable. |
| CUSIP NO. 34631B101 | 13 G | Page 6 of 11 |
| ITEM 4. | OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
The following information with respect to the ownership of the Class A Common Stock of the issuer by the Reporting Persons filing this Statement is provided as of December 31, 2022 (based on 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 for the quarterly period ended September 30, 2022).
| (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. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of 5 percent of the class of securities, check the following x. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Under certain circumstances set forth in the limited partnership agreements of MCP IV and MC AFF IV, and the limited liability company agreement of MCA IV, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. |
| CUSIP NO. 34631B101 | 13 G | Page 7 of 11 |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
OR CONTROL PERSON 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. |
| CUSIP NO. 34631B101 | 13 G | Page 8 of 11 |
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: | |
| Meritech Capital Partners IV L.P. | |
| Meritech Capital Affiliates IV L.P. | |
| Meritech Capital Associates IV L.L.C. | |
| By: | /s/ Joel Backman | |
| Joel Backman, Attorney-in-fact | ||
| for above-listed entities |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
| CUSIP NO. 34631B101 | 13 G | Page 9 of 11 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 10 |
| Exhibit B: Reference to Joel Backman as Attorney-in-Fact | 11 |
| CUSIP NO. 34631B101 | 13 G | Page 10 of 11 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A 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.
| CUSIP NO. 34631B101 | 13 G | Page 11 of 11 |
exhibit B
Reference to Joel Backman as Attorney-in-Fact
Joel Backman has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.