Sec Form 4 Filing - Scale Venture Partners IV, L.P. @ JFrog Ltd - 2020-09-18

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
Scale Venture Partners IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG]
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 SCALE VENTURE PARTNERS, 950 TOWER LANE, SUITE 1150
3. Date of Earliest Transaction (MM/DD/YY)
09/18/2020
(Street)
FOSTER CITY, CA94404
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
Ordinary Shares 09/18/2020 C 7,843,622 A 8,681,413 I See footnote ( 5 )
Ordinary Shares 09/18/2020 S 1,085,177 D $ 40.92 7,596,236 I See footnote ( 5 )
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
Series A Convertible Preferred Shares ( 1 ) 09/18/2020 C 58,825 ( 1 ) ( 1 ) Ordinary Shares 58,825 $ 0 0 I See footnote ( 5 )
Series A-1 Convertible Preferred Shares ( 2 ) 09/18/2020 C 25,315 ( 2 ) ( 2 ) Ordinary Shares 25,315 $ 0 0 I See footnote ( 5 )
Series C Convertible Preferred Shares ( 3 ) 09/18/2020 C 7,524,325 ( 3 ) ( 3 ) Ordinary Shares 7,524,325 $ 0 0 I See footnote ( 5 )
Series D Convertible Preferred Shares ( 4 ) 09/18/2020 C 235,157 ( 4 ) ( 4 ) Ordinary Shares 235,157 $ 0 0 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scale Venture Partners IV, L.P.
C/O SCALE VENTURE PARTNERS
950 TOWER LANE, SUITE 1150
FOSTER CITY, CA94404
X
O'Driscoll Rory
C/O SCALE VENTURE PARTNERS
950 TOWER LANE, SUITE 1150
FOSTER CITY, CA94404
X
Bishop Stacey
C/O SCALE VENTURE PARTNERS
950 TOWER LANE, SUITE 1150
FOSTER CITY, CA94404
X
Signatures
/s/ Rory O'Driscoll, Manager 09/21/2020
Signature of Reporting Person Date
/s/ Rory O'Driscoll 09/21/2020
Signature of Reporting Person Date
/s/ Stacey Bishop 09/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Convertible Preferred Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 2 )The Series A-1 Convertible Preferred Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 3 )The Series C Convertible Preferred Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 4 )The Series D Convertible Preferred Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 5 )The shares are held of record by Scale Venture Partners IV, L.P. (SVP IV). Scale Venture Management IV, LLC, or SVM IV, is the general partner of Scale Venture Management IV, LP, which is the general partner of SVP IV. Scale Venture Management IV LLC (SVM IV), the ultimate general partner of SVP IV, has sole voting and dispositive power with respect to the shares held by SVP IV. Andy Vitus, Rory O'Driscoll, and Stacey Bishop, managers of SVM IV, share voting and dispositive power with respect to the shares held by SVP IV. The reporting persons disclaim beneficial ownership of these securities for purposes of Section 16 or for any other purpose.

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