Sec Form 4 Filing - VEP Group, LLC @ Ping Identity Holding Corp. - 2020-05-13

FORM 4 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 VEP Group, LLC 2. Issuer Name and Ticker or Trading Symbol Ping Identity Holding Corp. [ PING] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VISTA EQUITY PARTNERS, 4 EMBARCADERO CENTER, 20TH FL. 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2020 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, $0.001 par value 05/13/2020 J( 1 ) 503,053 ( 2 ) D $ 0 62,864,445 ( 1 ) ( 3 ) ( 4 ) I See footnotes ( 3 ) ( 4 ) Common stock, $0.001 par value 05/13/2020 G( 5 ) 444,909 D $ 0 62,419,536 ( 6 ) ( 7 ) I See footnotes ( 6 ) ( 7 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VEP Group, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X Vista Equity Partners Fund VI, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X Vista Equity Partners Fund VI-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X VEPF VI FAF, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X VEPF VI GP. Ltd. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X Vista Equity Partners Fund VI GP, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X VEPF MANAGEMENT, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X SMITH ROBERT F C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA94111 X Signatures /s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI, L.P 05/15/2020 Signature of Reporting Person Date /s/ Lauren Romer, as attorney in fact for Vista Equity Partners VI-A, L.P. 05/15/2020 Signature of Reporting Person Date /s/ Lauren Romer, as attorney in fact for VEPF VI FAF, L.P 05/15/2020 Signature of Reporting Person Date /s/ Lauren Romer, as attorney in fact for VEPF VI GP, Ltd. 05/15/2020 Signature of Reporting Person Date /s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI GP, L.P. 05/15/2020 Signature of Reporting Person Date /s/ Lauren Romer, as attorney in fact for VEPF Management, L.P. 05/15/2020 Signature of Reporting Person Date /s/ Lauren Romer, as attorney in fact for VEP Group, LLC 05/15/2020 Signature of Reporting Person Date /s/ Lauren Romer, as attorney in fact for Robert F. Smith 05/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 13, 2020, Vista Equity Partners Fund VI, L.P. made a distribution-in-kind of 947,962 shares to Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") and Fund VI GP made a distribution-in-kind of 947,962 shares to certain of its limited partners. Robert F. Smith received 444,909 shares on account of this distribution-in-kind. ( 2 )Represents shares received by the Sangreal Trust, dated December 1, 2009 on account of the distribution-in-kind described in footnote (1). ( 3 )Includes (i) (a) 38,258,005 shares held directly by Vista Equity Partners Fund VI, L.P., (b) 23,684,446 shares held directly by Vista Equity Partners Fund VI A, L.P. and (c) 477,085 shares held directly by VEPF VI FAF, L.P. (collectively, the "Vista Funds") and (ii) 444,909 shares held directly by Robert F. Smith. Fund VI GP is the sole general partner of each of the Vista Funds. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the Sole Director of Fund VI UGP, as well as one of its 11 Members. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds. ( 4 )The Management Company's sole general partner is VEP Group, LLC ("VEP Group"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest. ( 5 )Represents a charitable contribution of the 444,909 shares held by Robert F. Smith following the distribution-in-kind described in footnote (1). ( 6 )Includes (a) 38,258,005 shares held directly by Vista Equity Partners Fund VI, L.P., (b) 23,684,446 shares held directly by Vista Equity Partners Fund VI A, L.P. and (c) 477,085 shares held directly by VEPF VI FAF, L.P. Fund VI GP is the sole general partner of each of the Vista Funds. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the Sole Director of Fund VI UGP, as well as one of its 11 Members. ( 7 )VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

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