SEC FORM 3/A

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^*

Sievers Drew

(Last)

(First)

(Middle)

415 MISSION ST., 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 Delivery Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/28/2023

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	63,828⁽¹⁾⁽²⁾	D
Common Stock, $0.0001 par value per share	1,596,734	I	By Operative Capital SPV I, LLC⁽³⁾
Common Stock, $0.0001 par value per share	677,733	I	By Operative Capital LP⁽³⁾

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⁾	05/11/2031	Common Stock, $0.0001 par value per share	624,586	$1.6299	D
Warrants	11/09/2020	11/09/2025	Common Stock, $0.0001 par value per share	25,083	$3.98	I	By Operative Capital LP⁽³⁾

Explanation of Responses:

1. On December 28, 2023, an initial Form 3 was filed to report the following: 69,467 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. 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 vest on March 21, 2023, (ii) 1/3 of the RSUs vest on March 21, 2024, and (iii) 1/3 of the RSUs vest on March 21, 2025. All RSUs that vest shall be issued on or as soon as practicable following the applicable vesting date.

2. This amendment is being filed solely to correct this initially reported 69,467 amount to 63,828. This reduction reflects that prior to the date of the event requiring the initial Form 3 filing, 5,639 shares had already been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of RSUs.

3. The Reporting Person is a managing member of the ultimate general partner of each of Operative Capital LP and Operative Capital SPV I, LLC and thus may be deemed to be the beneficial owner of the shares held by such entities. The Reporting Person disclaims beneficial ownership of all securities held by such entities except to the extent of his pecuniary interest therein, if any.

4. These shares represent stock options granted under the Amended and Restated Forge Global, Inc. 2018 Equity Incentive 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 7, 2022 and the remaining shares vest thereafter in 36 equal monthly installments.

Remarks:

	/s/ Mark P. Lee, Attorney-in-Fact	01/18/2024
	** 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.