SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Phillips Jennifer

(Last)

(First)

(Middle)

415 MISSION STREET, SUITE 5510

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/12/2023

3. Issuer Name and Ticker or Trading Symbol
Forge Global Holdings, Inc. [ FRGE ]

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

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

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

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

X	Form filed by One Reporting Person
	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)
Common Stock, $0.0001 par value per share	330,500⁽¹⁾⁽²⁾⁽³⁾	D

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)
Stock Options	⁽⁴⁾	07/02/2031	Common Stock, $0.0001 par value per share	624,586	$5.434	D
Stock Options	⁽⁵⁾	03/12/2031	Common Stock, $0.0001 par value per share	156,146	$0.5123	D
Stock Options	⁽⁶⁾	12/09/2030	Common Stock, $0.0001 par value per share	349,768	$0.5123	D
Warrants	11/09/2020	11/09/2025	Common Stock, $0.0001 par value per share	1,314	$3.98	D

Explanation of Responses:

1. 316,479 of such shares represent restricted stock units ("RSUs") granted on June 1, 2022 under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "2022 Plan"). Each unit represents a right to receive one share of the Issuer's Common Stock. Subject to the Reporting Person's continued employment through each applicable vesting date, the RSUs vest as follows: (i) 1/3 of the RSUs shall vest on March 21, 2023 (the "First Tranche"), (ii) 1/3 of the RSUs shall vest on March 21, 2024 (the "Second Tranche") and (iii) 1/3 of the RSUs shall vest on March 21, 2025 (the "Third Tranche" and collectively with the First Tranche and Second Tranche, the "Time-Vesting Schedule").

2. Notwithstanding the Time-Vesting Schedule, the RSUs shall become eligible to earlier vesting after the expiration of the six-month period following March 21, 2022 (the "Lock-Up Period") upon the following conditions: (i) the First Tranche will immediately vest if the Issuer's stock price meets or exceeds a closing price of $12.50 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the First Tranche under the Time-Vesting Schedule, in which case the Second Tranche and Third Tranche will have their time-vesting component accelerated by six months; and

3. (ii) the Second Tranche will immediately vest if the Issuer's stock price meets or exceeds a closing price of $15.00 for 20 trading days within any 30 trading day period following the Lock-Up Period but prior to the vesting date of the Second Tranche under the Time-Vesting Schedule, in which case the Third Tranche will have its time-vesting component accelerated by an additional six months. These RSUs will vest in accordance with such vesting provisions in the event the Issuer share price triggers are achieved through the date of a "Sale Event" of the Issuer (as defined in the 2022 Plan).

4. These shares represent stock options granted under the Amended and Restated Forge Global, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, the shares subject to the award vest in 48 equal monthly installments starting on May 1, 2021.

5. These shares represent stock options granted under the 2018 Plan. Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, 25% of the shares subject to the award vested on January 1, 2022 and the remaining shares vest thereafter in 36 equal monthly installments.

6. These shares represent stock options granted under the 2018 Plan. Each stock option represents a right to acquire one share of the Issuer's Common Stock. Subject to the Reporting Person's continued services to the Issuer through each applicable vesting date, 25% of the shares subject to the award vested on May 10, 2020 and the remaining shares vest thereafter in 36 equal monthly installments.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mark P. Lee, Attorney-in-Fact	12/28/2023
	** 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.
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