Sec Form 4 Filing - SHARMA SHALINI @ Ping Identity Holding Corp. - 2022-10-18

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 SHARMA SHALINI 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF LEGAL OFFICER (Last) (First) (Middle) C/O PING IDENTITY HOLDING CORP., 1001 17TH STREET, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2022 (Street) DENVER, CO80202 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 Company Common Stock, $0.001 par value 10/18/2022 D( 1 )( 2 ) 161,215 D $ 28.5( 1 ) 0 D

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 Ot her SHARMA SHALINI C/O PING IDENTITY HOLDING CORP. 1001 17TH STREET, SUITE 100 DENVER, CO80202 CHIEF LEGAL OFFICER Signatures /s/ Shalini Sharma, Attorney-in-Fact 10/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated August 2, 2022 (the "Merger Agreement"), by and among Project Polaris Holdings, LP ("Parent"), Project Polaris Merger Sub, Inc. ("Merger Sub") and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Company Common Stock") issued and outstanding immediately prior to the Merger was automatically cancelled, extinguished and converted into the right to receive $28.50 per share in cash, without interest thereon, subject to applicable withholding taxes (the "Per Share Price"). ( 2 )The reported securities include unvested restricted stock units ("Company RSUs") of the Issuer which pursuant to the Merger Agreement, were, at the Effective Time, canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSUs as of immediately prior to the Effective Time. Cash paid in replacement of unvested Company RSUs will, subject to the Reporting Person's continued service through the applicable vesting dates, generally vest and be payable at the same time and under the same terms as the Company RSUs for which such cash was exchanged.

Remarks: Pursuant to the Merger Agreement, at the Effective Time, certain performance-based restricted stock units granted to the Reporting Person were automatically cancelled and converted into the right to receive cash, which will, subject to the Reporting Person's continued service through the applicable vesting dates, generally vest and be payable at the same time and under the same terms as the awards for which such cash was exchanged. Such performance-based stock units were not previously reported in the Reporting Person's Section 16 filings in accordance with Section 16.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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