KKR Next Generation Technology Growth Fund Form 3 ForgeRock / HENRY R KRAVIS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

KKR Fox Investors LLC

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2021

3. Issuer Name and Ticker or Trading Symbol
ForgeRock, Inc. [ FORG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	2,695,417	⁽²⁾	I	See footnotes⁽³⁾⁽⁴⁾
Series E Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾⁽²⁾	2,591,935	⁽²⁾	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

KKR Fox Investors LLC

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Next Generation Technology Growth Fund L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Associates NGT L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Next Gen Tech Growth Ltd

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Group Partnership L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Group Holdings Corp.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR & Co. Inc.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Management LLP

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KRAVIS HENRY R

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ROBERTS GEORGE R

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

2800 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Prior to the closing of the initial public offering of Class A common stock, par value $0.001 per share ("Class A Common Stock") of ForgeRock, Inc. (the "Issuer"), all shares of common stock, par value $0.001 per share ("Common Stock") will be reclassified into shares of the Issuer's Class B common stock, par value $0.001 ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer and upon certain other conditions.

2. Shares of Series D Redeemable Convertible Preferred Stock and Series E Redeemable Convertible Preferred Stock are convertible, at the option of the holder or automatically immediately prior to the closing of the initial public offering of the Issuer, into shares of Common Stock on a one-for one-basis. Immediately thereafter, but still prior to the closing of the initial public offering of the Issuer, all shares of Common Stock will be reclassified into shares of Class B Common Stock. Each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer and upon certain other conditions.

3. The securities reported herein are held by KKR Fox Investors LLC. KKR Next Generation Technology Growth Fund L.P. is the managing member of KKR Fox Investors LLC. KKR Associates NGT L.P. is the general partner of KKR Next Generation Technology Growth Fund L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P. KKR Group Partnership L.P. is the sole shareholder of KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	KKR Fox Investors LLC. By: /s/ Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	09/15/2021
	KKR Next Generation Technology Growth Fund L.P. By: KKR Associates NGT L.P., general partner, By: KKR Next Gen Tech Growth Limited, its general partner, By: /s/ Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	09/15/2021
	KKR Associates NGT L.P. By: KKR Next Gen Tech Growth Limited, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	09/15/2021
	KKR Next Gen Tech Growth Limited By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	09/15/2021
	KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp., its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	09/15/2021
	KKR GROUP HOLDINGS CORP. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	09/15/2021
	KKR & CO. INC. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	09/15/2021
	KKR MANAGEMENT LLP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	09/15/2021
	HENRY R. KRAVIS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact	09/15/2021
	GEORGE R. ROBERTS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact	09/15/2021
	** 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 5 (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.

KKR Next Generation Technology Growth Fund Form 3ForgeRock / HENRY R KRAVIS ownership change