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Filing Details

Accession Number:: 0001104659-22-037160
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-23 19:18:39
Reporting Period:: 2022-03-21

Accepted Time:: 2022-03-23 19:18:39
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1827821	Forge Global Holdings Inc.	FRGE	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1632247	Robert Luc Paul Heyvaert	C/O Motive Partners 7 Wtc, 250 Greenwich St., Fl 47 New York NY 10007		No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-03-21	10,230,000	$0.00	10,230,000	No	4	M	Indirect	See footnotes
Common Stock	Acquisiton	2022-03-21	14,000,000	$0.00	24,230,000	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Class B Ordinary Shares	Disposition	2022-03-21	10,230,000	$0.00	0	$0.00
Common Stock	Warrants (right to buy)	Acquisiton	2022-03-21	4,666,664	$0.00	4,666,664	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Indirect
12,053,331	2022-04-20	2027-03-21	No	4	P	Indirect

Footnotes

As described in Motive Capital Corp's ("Motive" and the former name of the Issuer) registration statement on Form S-1 (File No. 333-250947) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, were automatically convertible into Class A ordinary shares of the Issuer concurrently with or immediately following the consummation of its initial business combination (the "Business Combination") on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.
On March 21, 2022, Motive consummated the Business Combination with Forge Global, Inc. In connection with the Business Combination and the transactions contemplated thereby (including the domestication of Motive from the Cayman Islands into Delware), each Class B ordinary share converted into one share of Common Stock of the Issuer. Upon consummation of the Business Combination, the Class A ordinary shares were redesignated as common stock (without class designation).
The 10,230,000 shares reported herein are held directly by Motive Capital Funds Sponsor, LLC (the "Sponsor"). The Sponsor also owns warrants to purchase 7,386,667 shares of Common Stock at an exercise price of $11.50. The manager of the Sponsor is Motive Partners GP, LLC (the "Manager"). The sole member of Motive Partners GP, LLC is Rob Exploration LLC ("Exploration") where the reporting person is the sole member. Each of Motive Partners GP, LLC, Rob Exploration LLC and the reporting person may be deemed to have beneficial ownership of the shares and warrants.
As such, Manager, Exploration and the reporting person may be deemed to have voting and investment discretion with respect to the securities held by the Sponsor and each disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Manager, Exploration, or the reporting person of all of the reported securities for purposes of Section 16 or for any other purpose.
On March 21, 2022, in connection with the Business Combination, certain fund vehicles indirectly managed by the Manager (the "A&R FPA Investors") purchased a total of 14,000,000 Forward Purchase Units pursuant to an Amended & Restated Forward Purchase Agreement at a price of $10 per unit (with such units separating into 14,000,000 shares of Common Stock and warrants to purchase 4,666,664 shares of Common Stock at an exercise price of $11.50). Each of Manager, Exploration and the reporting person may be deemed to have beneficial ownership of the shares and the warrants (the "Securities").
As such, Manager, Exploration and the reporting person may be deemed to have voting and investment discretion with respect to the Securities held by the A&R FPA Investors and each disclaims beneficial ownership of these Securities except to the extent of their pecuniary interest therein, and the inclusion of the Securities in this report shall not be deemed an admission of beneficial ownership by Manager, Exploration or the reporting person of all of the reported Securities for purposes of Section 16 or for any other purpose.