;
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*


ForgeRock, Inc.
(Name of Issuer)

Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)

34631B101
(CUSIP Number)

December 31, 2021
(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)

*
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).



CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
KKR Fox Investors LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
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
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

2

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
KKR Next Generation Technology Growth Fund L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

3

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
KKR Associates NGT L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

4

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
KKR Next Gen Tech Growth Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

5

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
KKR Group Partnership L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

6

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
KKR Group Holdings Corp.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
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
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

7

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
KKR & Co. Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
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
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

8

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
KKR Management LLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
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
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

9

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
Henry R. Kravis
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

10

CUSIP No. 34631B101
13G
 
1
NAMES OF REPORTING PERSONS
 
 
George R. Roberts
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,287,352
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,287,352
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,287,352
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

11

STATEMENT ON SCHEDULE 13G
 
Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), of ForgeRock, Inc. (the “Issuer”).
 
Item 1.

 

(a)
Name of Issuer:
 
ForgeRock, Inc.
 

(b)
Address of Issuer’s Principal Executive Offices:
 
201 Mission Street, Suite 2900
San Francisco, CA 94105
 
Item 2.

 

(a)
Name of Person Filing:
 
KKR Fox Investors LLC (“KKR Fox”)
KKR Next Generation Technology Growth Fund L.P. (“KKR Next Generation L.P.”)
KKR Associates NGT L.P. (“KKR Associates”)
KKR Next Gen Tech Growth Limited (“KKR Next Gen Growth”
KKR Group Partnership L.P. (“KKR Group Partnership”)
KKR Group Holdings Corp. (“KKR Group Holdings”)
KKR & Co. Inc. (“KKR & Co.”)
KKR Management LLP (“KKR Management”)
Henry R. Kravis
George R. Roberts


(b)
Address of Principal Business Office, or, if none, Residence:
 
The principal business office for all persons filing (other than George R. Roberts) is:
 
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, NY 10001
 
The principal business office for George R. Roberts is:
 
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
 

(c)
Citizenship:
 
See Item 4 of each cover page.
 

(d)
Title of Class of Securities:
 
Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”)
 
12


(e)
CUSIP Number:
 
34631B101
 
Item 3.

 
Not applicable.
 
Item 4.
Ownership.
 

(a)
Amount beneficially owned:
 
KKR Fox holds 5,287,352 shares of Class B common stock, par value $0.001 (“Class B Common Stock”) of the Issuer convertible at any time at the option of the holder into 5,287,352 shares of Class A Common Stock of the Issuer, representing approximately 29.5% of the outstanding shares of Class A Common Stock calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (“Rule 13d-3”). Calculations of the Class A Common Stock beneficially owned assume 12,650,000 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2021, as reported in the quarterly report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2021, plus the 5,287,352 shares of Class B Common Stock convertible at any time at the option of the holder into 5,287,352 shares of Class A Common Stock, which shares will also convert automatically upon certain events specified in the Issuer’s amended and restated certificate of incorporation. Class A Common Stock has one vote per share and Class B Common Stock has 10 votes per share. The common stock held by the Reporting Persons represents 6.5% of the total common stock of the Issuer outstanding, assuming 12,650,000 shares of Class A Common Stock and 69,248,400 shares of Class B Common Stock of the Issuer outstanding as of October 31, 2021, as reported in the quarterly report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2021.
 
KKR Next Generation L.P. is the managing member of KKR Fox. KKR Associates is the general partner of KKR Next Generation L.P. KKR Next Gen Growth is the general partner of KKR Associates. KKR Group Partnership is the sole shareholder of KKR Next Gen Growth.  KKR Group Holdings is the general partner of KKR Group Partnership. KKR & Co. is the sole shareholder of KKR Group Holdings. KKR Management is the Series I preferred stockholder of KKR & Co. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
 
KKR Next Generation L.P., KKR Associates, KKR Next Gen Growth, KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management disclaim beneficial ownership of such securities. As the founding partners of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities reported herein, but disclaim beneficial ownership of such securities.
 

(b)
Percent of class:
 
See Item 4(a) above.
 

(c)
Number of shares as to which the person has:
 

(i)
Sole power to vote or to direct the vote
 
See Item 5 of each cover page.
 

(ii)
Shared power to vote or to direct the vote
 
See Item 6 of each cover page.
 
13


(iii)
Sole power to dispose or to direct the disposition of
 
See Item 7 of each cover page.
 

(iv)
Shared power to dispose or to direct the disposition of
 
See Item 8 of each cover page.
 
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 more than five percent of the class of securities, check the following: ☐
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.
 
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.
Certifications.
 
Not applicable.

14

SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 10, 2022
 
   
 
KKR FOX INVESTORS LLC
   
 
By:
/s/ Christopher Lee
 
Name:
 Christopher Lee
 
Title:
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
     
 
KKR NEXT GENERATION TECHNOLOGY GROWTH FUND L.P.
 
By: KKR Associates NGT L.P. its general partner
 
By: KKR Next Gen Tech Growth Limited, its general partner
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Attorney-in-fact for Robert H. Lewin, Director
   
 
KKR ASSOCIATES NGT L.P.
 
By: KKR Next Gen Tech Growth Limited, its general partner
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Attorney-in-fact for Robert H. Lewin, Director
     
 
KKR NEXT GEN TECH GROWTH LIMITED
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Attorney-in-fact for Robert H. Lewin, Director
   
 
KKR GROUP PARTNERSHIP L.P.
 
By: KKR Group Holdings Corp., its general partner
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
   
 
KKR GROUP HOLDINGS CORP.
   
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Assistant Secretary


 
KKR & CO. INC.
   
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
   
 
KKR MANAGEMENT LLP
   
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
   
 
HENRY R. KRAVIS
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Attorney-in-fact
   
 
GEORGE R. ROBERTS
     
 
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Attorney-in-fact
 

EXHIBITS
 
Exhibit
Number
 
Title
 
Joint Filing Agreement
 
Powers of Attorney granted by Henry R. Kravis, George R. Roberts and Robert H. Lewin