Sec Form 4 Filing - HORING JEFF @ 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
HORING JEFF
2. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/18/2020
(Street)
NEW YORK, NY10036
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
Ordinary Shares 09/18/2020 C 2,959,030 A 3,936,158 I See footnote ( 4 ) ( 5 ) ( 6 )
Ordinary Shares 09/18/2020 C 2,426,440 A 3,227,697 I See footnote ( 4 ) ( 5 ) ( 7 )
Ordinary Shares 09/18/2020 C 469,369 A 624,366 I See footnote ( 4 ) ( 5 ) ( 8 )
Ordinary Shares 09/18/2020 C 70,404 A 93,655 I See footnote ( 4 ) ( 5 ) ( 9 )
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 32,269 ( 1 ) ( 1 ) Ordinary Shares 32,269 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 6 )
Series A Convertible Preferred Shares ( 1 ) 09/18/2020 C 26,461 ( 1 ) ( 1 ) Ordinary Shares 26,461 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 7 )
Series A Convertible Preferred Shares ( 1 ) 09/18/2020 C 5,118 ( 1 ) ( 1 ) Ordinary Shares 5,118 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 8 )
Series A Convertible Preferred Shares ( 1 ) 09/18/2020 C 767 ( 1 ) ( 1 ) Ordinary Shares 767 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 9 )
Series A-1 Convertible Preferred Shares ( 2 ) 09/18/2020 C 284,440 ( 2 ) ( 2 ) Ordinary Shares 284,440 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 6 )
Series A-1 Convertible Preferred Shares ( 2 ) 09/18/2020 C 233,244 ( 2 ) ( 2 ) Ordinary Shares 233,244 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 7 )
Series A-1 Convertible Preferred Shares ( 2 ) 09/18/2020 C 45,118 ( 2 ) ( 2 ) Ordinary Shares 45,118 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 8 )
Series A-1 Convertible Preferred Shares ( 2 ) 09/18/2020 C 6,767 ( 2 ) ( 2 ) Ordinary Shares 6,767 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 9 )
Series D Convertible Preferred Shares ( 3 ) 09/18/2020 C 2,642,321 ( 3 ) ( 3 ) Ordinary Shares 2,642,321 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 6 )
Series D Convertible Preferred Shares ( 3 ) 09/18/2020 C 2,166,735 ( 3 ) ( 3 ) Ordinary Shares 2,166,735 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 7 )
Series D Convertible Preferred Shares ( 3 ) 09/18/2020 C 419,133 ( 3 ) ( 3 ) Ordinary Shares 419,133 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 8 )
Series D Convertible Preferred Shares ( 3 ) 09/18/2020 C 62,870 ( 3 ) ( 3 ) Ordinary Shares 62,870 $ 0 0 I See footnote ( 4 ) ( 5 ) ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HORING JEFF
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X
Signatures
/s/ Jeff Horing 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 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.
( 4 )The reporting person is a member of the board of managers of Insight Holdings Group, LLC ("Holdings"). Holdings is the sole shareholder of Insight Venture Associates X, Ltd. ("IVA X Ltd"), which in turn is the general partner of Insight Venture Associates X, L.P. ("IVA X LP"), which in turn is the general partner of each of Insight Venture Partners X, L.P., Insight Venture Partners (Cayman) X, L.P., Insight Venture Partners (Delaware) X, L.P. and Insight Venture Partners X (Co-Investors), L.P. (collectively, "Fund X").
( 5 )All shares of stock of the issuer ("Shares") indicated as indirectly owned by the reporting person are included herein because the reporting person is a member of the board of managers of Holdings, Holdings is the sole shareholder of each of IVA X Ltd, IVA X Ltd is the general partner of IVA X LP, and in turn, IVA X LP is the general partner of Fund X, and the reporting person therefore may be deemed to share voting and dispositive power over such shares. The reporting person disclaims beneficial ownership of all shares of stock of the issuer held of record by Fund X, except to the extent of his pecuniary interest therein.
( 6 )The reported securities are held of record by Insight Venture Partners X, L.P.
( 7 )The reported securities are held of record by Insight Venture Partners (Cayman) X, L.P.
( 8 )The reported securities are held of record by Insight Venture Partners (Delaware) X, L.P.
( 9 )The reported securities are held of record by Insight Venture Partners X (Co-Investors), L.P.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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