Sec Form 3 Filing - Rodriques Kelly @ Forge Global Holdings, Inc. - 2022-03-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rodriques Kelly 2. Issuer Name and Ticker or Trading Symbol Forge Global Holdings, Inc. [ FRGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 415 MISSION ST., SUITE 5510 3. Date of Earliest Transaction (MM/DD/YY) 03/21/2022 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.0001 par value per share 5,647,322( 1 ) D Common Stock, $0.0001 par value per share 66,945 I By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA Common Stock, $0.0001 par value per share 1,596,734 I By Operative Capital SPV I, LLC( 2 ) Common Stock, $0.0001 par value per share 677,733 I By Operative Capital LP( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Options $ 3.98 ( 3 ) 05/10/2031 Common Stock, $0.0001 par value per share 3,122,931 D Warrants $ 3.98 11/09/2020 11/09/2025 Common Stock, $0.0001 par value per share 3,834 D Warrants $ 3.98 11/09/2020 11/09/2025 Common Stock, $0.0001 par value per share 6,277 I By Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA Warrants $ 3.98 11/09/2020 11/09/2025 Common Stock, $0.0001 par value per share 25,083 I By Operative Capital LP( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rodriques Kelly 415 MISSION ST., SUITE 5510 SAN FRANCISCO, CA94105 X Chief Executive Officer Signatures /s/ Norbert Ngethe, Attorney-in-Fact 03/30/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,135,371 shares of Common Stock subject to vesting restrictions (the "Unvested Shares"). The Unvested Shares vest, subject to continued service, as follows: (i) 45,345 Unvested Shares shall vest on the 1st day of each month beginning on April 1, 2022 over 3 months, (ii) 10,410 Unvested Shares shall vest on the 19th day of each month beginning on April 19, 2022 over 46 months and (iii) 130,122 Unvested Shares shall vest on the 1st day of each month beginning on April 1, 2022 over 4 months. ( 2 )Mr. Rodriques 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. Mr. Rodriques disclaims beneficial ownership of all securities held by Operative LP and Operative SPV 1 except to the extent of his pecuniary interest therein, if any. ( 3 )Subject to continued service as Chief Executive Officer, the Option shall vest upon "Exit Proceeds" (as defined in the Option grant) and internal rate of return ("IRR") hurdles, where (i) approximately 1/3 of the Option shall vest upon Exit Proceeds of $9.94 per share and an IRR of at least 20%; (ii) approximately 1/3 of the Option shall vest upon Exit Proceeds of $14.91 per share and an IRR of at least 30%; and (iii) approximately 1/3 of the Option shall vest upon Exit Proceeds of $19.88 per share and an IRR of at least 35%. The Exit Proceeds and IRR hurdles shall be measured on the basis of the closing price average for any trailing 20 trading-day period following a 180-day lock-up period.

Remarks: Exhibit 24 - Power of Attorney

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).

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