Statement of Changes in Beneficial Ownership (4)
13 Dezember 2022 - 10:11PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Short Johnathan H |
2. Issuer Name and Ticker or Trading Symbol
Forge Global Holdings, Inc.
[
FRGE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer |
(Last)
(First)
(Middle)
415 MISSION ST., SUITE 5510 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2022 |
(Street)
SAN FRANCISCO, CO 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.0001 par value per share | 8/30/2022 | | A | | 875912 (1) | A | $0 | 875912 | D | |
Common Stock, $0.0001 par value per share | 8/30/2022 | | A | | 40000 (2) | A | $0 | 915912 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | These shares represent restricted stock units ("RSUs") granted on August 30, 2022 under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "Plan"). Each unit represents a right to receive one share of the Issuer's Common Stock. Subject to the Reporting Person's continued Service Relationship (as defined in the Plan) through each applicable vesting date, 25% of the RSUs shall vest and settle on the first Quarterly Vesting Date following the 1-year anniversary of August 1, 2022. The remaining RSUs shall vest and settle in 12 equal installments on each subsequent Quarterly Vesting Date or as soon as practicable following the applicable vesting date. Quarterly Vesting Dates are defined as March 15, June 15, September 15, and December 15 of a given year. |
(2) | These shares represent RSUs granted on August 30, 2022 under the Plan. Subject to the Reporting Person's continued Service Relationship through each applicable vesting date, the RSUs vest as follows: (i) 1/3 of the RSUs shall vest on March 21, 2023, (ii) 1/3 of the RSUs shall vest on March 21, 2024, and (iii) 1/3 of the RSUs shall vest on March 21, 2025. Such RSUs shall be settled upon or as soon as is practicable following the applicable vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Short Johnathan H 415 MISSION ST., SUITE 5510 SAN FRANCISCO, CO 94105 |
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| Chief Legal Officer |
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Signatures
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/s/ Johnathan S. Short | | 12/13/2022 |
**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 4(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 control number. |
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