Sec Form 13G Filing - Insight Holdings Group LLC filing for JFrog Ltd (FROG) - 2021-02-26

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),

(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No. 1)*

JFROG LTD.

(Name of Issuer)

ORDINARY SHARES, NIS 0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

M6191J100

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

CUSIP No. M6191J100

13G

Page  2  of 17 Pages

1.		NAMES OF REPORTING PERSONS Insight Venture Partners (Cayman) X, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐         (b) ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER 0
				6.		SHARED VOTING POWER 2,420,773
				7.		SOLE DISPOSITIVE POWER 0
				8.		SHARED DISPOSITIVE POWER 2,420,773
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,420,773
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7%(1)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

CUSIP No. M6191J100

13G

Page  3  of 17 Pages

1.		NAMES OF REPORTING PERSONS Insight Venture Partners (Delaware) X, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐         (b) ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER 0
				6.		SHARED VOTING POWER 468,274
				7.		SOLE DISPOSITIVE POWER 0
				8.		SHARED DISPOSITIVE POWER 468,274
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 468,274
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%(1)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

CUSIP No. M6191J100

13G

Page  4  of 17 Pages

1.		NAMES OF REPORTING PERSONS Insight Venture Partners X (Co-Investors), L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐         (b) ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER 0
				6.		SHARED VOTING POWER 70,241
				7.		SOLE DISPOSITIVE POWER 0
				8.		SHARED DISPOSITIVE POWER 70,241
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,241
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%(1)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

CUSIP No. M6191J100

13G

Page  5  of 17 Pages

1.		NAMES OF REPORTING PERSONS Insight Venture Associates X, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐         (b) ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER 0
				6.		SHARED VOTING POWER 5,912,526
				7.		SOLE DISPOSITIVE POWER 0
				8.		SHARED DISPOSITIVE POWER 5,912,526
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,912,526
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%(1)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

1.		NAMES OF REPORTING PERSONS Insight Venture Associates X, Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐         (b) ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER 0
				6.		SHARED VOTING POWER 6,013,986
				7.		SOLE DISPOSITIVE POWER 0
				8.		SHARED DISPOSITIVE POWER 6,013,986
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,013,986
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.6%(1)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

CUSIP No. M6191J100

13G

Page  7  of 17 Pages

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

CUSIP No. M6191J100

13G

Page  8  of 17 Pages

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

CUSIP No. M6191J100

13G

Page  9  of 17 Pages

(1)	Calculations are based upon 91,193,180 Ordinary Shares of the Issuer outstanding as of October 23, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 5, 2020.

JFrog Ltd. (the “Issuer”)

270 E. Caribbean Drive, Sunnyvale, CA 94089

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership (“IVP X”), (ii) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman X”), (iii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership (“IVP Delaware X”), (iv) Insight Venture Partners X (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”), (v) Insight Venture Associates X, L.P., a Cayman Islands exempted limited partnership (“IVA X”), (vi) Insight Venture Associates X, Ltd., a Cayman Islands exempted company (“IVA X Ltd”), (vii) IVP (Venice), L.P., a Cayman Islands exempted limited partnership (“IVP Venice”), (viii) IVP GP (Venice), LLC, a Cayman Islands limited liability company (“IVP GP Venice”), and (ix) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).

The general partner of each of the IVP X Funds is IVA X, whose general partner is IVA X Ltd. The amount listed as owned by IVP Venice may be deemed attributable to Holdings and IVA X Ltd because Holdings is the sole shareholder of IVA X Ltd, which is the general partner of IVP GP Venice, which in turn is the manager of IVP Venice. 

The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

See Item 2(a).

Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”)

M6191J100

 

 

 

 

 

 

 

 

(i)  ◻

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)  ◻

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Not applicable.

As the general partner of the Insight IVP X Funds, IVA X may be deemed to beneficially own all 5,912,526 Ordinary Shares held directly by the IVP X Funds. As the general partner of IVA X and IVP GP Venice, IVA X Ltd may be deemed to beneficially own all 5,911,406 Ordinary Shares held directly by the IVP X Funds and all 101,460 Ordinary Shares held directly by IVP Venice. As the sole shareholder of IVA X Ltd, Holdings may be deemed to beneficially own all 5,912,526 Ordinary Shares held directly by the IVP X Funds and all 101,460 Ordinary Shares held directly by IVP Venice. The amount listed as owned by IVP Venice may be deemed attributable to Holdings and IVA X Ltd because Holdings is the sole shareholder of IVA X Ltd, which is the general partner of IVP GP Venice, which in turn is the manager of IVP Venice. The foregoing is not an admission by IVA X, IVA X Ltd, IVP GP Venice, or Holdings that it is the beneficial owner of the shares held of record by the IVP X Funds or IVP Venice, nor is it an admission by any of IVP X Funds or IVP Venice that it is the beneficial owner of any Ordinary Shares held by the other of the IVP X Funds or IVP Venice.

Not applicable.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	INSIGHT HOLDINGS GROUP, LLC
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Attorney-in-Fact
	INSIGHT VENTURE PARTNERS X, L.P.
	By:	Insight Venture Associates X, L.P., its general partner
	By:	Insight Venture Associates X, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT VENTURE PARTNERS (CAYMAN) X, L.P.
	By:	Insight Venture Associates X, L.P., its general partner
	By:	Insight Venture Associates X, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT VENTURE PARTNERS (DELAWARE) X, L.P.
	By:	Insight Venture Associates X, L.P., its general partner
	By:	Insight Venture Associates X, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT VENTURE PARTNERS X (CO-INVESTORS), L.P.
	By:	Insight Venture Associates X, L.P., its general partner
	By:	Insight Venture Associates X, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT VENTURE ASSOCIATES X, L.P.
	By: Insight Venture Associates X, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT VENTURE ASSOCIATES X, LTD.
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	IVP (VENICE), L.P.
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	IVP GP (VENICE), LLC
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer

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