Sec Form 4 Filing - VEP Group, LLC @ Ping Identity Holding Corp. - 2021-08-30

Insider filing report for Changes in Beneficial Ownership
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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)
08/30/2021
(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 08/30/2021 S( 1 ) 900,000 ( 1 ) D $ 23.6 19,835,350 ( 2 ) I See footnotes ( 2 ) ( 3 )
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
401 CONGRESS DRIVE, SUITE 3100
AUSTIN, TX78701
X
Signatures
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI, L.P. 08/31/2021
Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI-A, L.P. 08/31/2021
Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF VI FAF, L.P. 08/31/2021
Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF VI GP, Ltd. 08/31/2021
Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI GP, L.P. 08/31/2021
Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF Management, L.P. 08/31/2021
Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEP Group, LLC 08/31/2021
Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Robert F. Smith 08/31/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The aggregate 900,000 shares of Common Stock sold by the Reporting Persons include (a) 556,837 shares of Common Stock sold by Vista Equity Partners Fund VI, L.P., (b) 336,387 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. and (c) 6,776 shares of Common Stock sold by VEPF VI FAF, L.P..
( 2 )Includes (a) 12,272,285 shares held directly by VEPF VI, (b) 7,413,726 shares held directly by Vista Equity Partners Fund VI A, L.P. ("VEPF VI-A") and (c) 149,339 shares held directly by VEPF VI FAF, L.P. (together with VEPF VI and VEPF VI-A, the "Vista Funds"). 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.
( 3 )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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