Sec Form 4 Filing - Gemini Israel V Limited Partnership @ JFrog Ltd - 2021-02-17

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 Gemini Israel V Limited Partnership 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 GEMINI ISRAEL VENTURES, 1 ABBA EBAN, AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2021 (Street) HERZLIYA, L3 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 02/17/2021 J( 1 ) 2,859,815 D 9,719,118 I See footnote ( 2 ) Ordinary Shares 02/17/2021 S 143,951 D $ 65.7723 ( 3 ) 9,575,167 I See footnote ( 2 ) Ordinary Shares 02/18/2021 S 18,316 D $ 65.2253 ( 4 ) 9,556,851 I See footnote ( 2 ) Ordinary Shares 02/18/2021 S 53,128 D $ 65.9958 ( 5 ) 9,503,723 I See footnote ( 2 ) Ordinary Shares 02/18/2021 S 532 D $ 66.7411 ( 6 ) 9,503,191 I See footnote ( 2 ) Ordinary Shares 02/19/2021 S 68,991 D $ 68.2006 ( 7 ) 9,434,200 I See footnote ( 2 ) Ordinary Shares 02/17/2021 S 16,049 D $ 65.7724 ( 3 ) 111,011 I See footnote ( 8 ) Ordinary Shares 02/18/2021 S 1,319 D $ 65.0805 ( 4 ) 109,692 I See footnote ( 8 ) Ordinary Shares 02/18/2021 S 6,557 D $ 65.9341 ( 5 ) 103,135 I See footnote ( 8 ) Ordinary Shares 02/18/2021 S 148 D $ 66.6219 ( 6 ) 102,987 I See footnote ( 8 ) Ordinary Shares 02/19/2021 S 7,692 D $ 68.2006 ( 7 ) 95,295 I See footnote ( 8 )

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 Gemini Israel V Limited Partnership C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR HERZLIYA, L3 X Gemini Partners Investors V L.P. C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR HERZLIYA, L3 X Gemini Capital Associates V L.P. C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR HERZLIYA, L3 X Gemini Capital Associates V GP Ltd. C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR HERZLIYA, L3 X Gemini Israel Funds IV Ltd. C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR HERZLIYA, L3 X Ezra Menashe C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR HERZLIYA, L3 X Signatures /s/ Menashe Ezra, /s/ Yossi Sela, Managing Members of Gemini Capital Associates V GP, Ltd., the General Partner of Gemini Israel V L.P. 02/19/2021 Signature of Reporting Person Date /s/ Menashe Ezra, /s/ Yossi Sela, Managing Members of Gemini Israel Funds IV Ltd., the General Partner of Gemini Partners Investors V L.P. 02/19/2021 Signature of Reporting Person Date /s/ Menashe Ezra,/s/ Yossi Sela, Managing Members of Gemini Capital Associates V GP, Ltd., the General Partner of Gemini Capital Associates V L.P. 02/19/2021 Signature of Reporting Person Date /s/ Menashe Ezra, /s/ Yossi Sela, Managing Members of Gemini Israel Funds IV Ltd., the General Partner of Gemini Capital Associates V GP, Ltd. 02/19/2021 Signature of Reporting Person Date /s/ Menashe Ezra, /s/ Yossi Sela, Managing Members of Gemini Israel Funds IV Ltd. 02/19/2021 Signature of Reporting Person Date /s/ Menashe Ezra 02/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an in-kind distribution by Gemini Israel V Limited Partnership (Gemini V) without consideration to its partners. ( 2 )The reported securities are shares held of record by shares held of record by Gemini V. Gemini Capital Associates V LP (Gemini Associates LP) is the general partner of Gemini V and Gemini Capital Associates V GP, Ltd. (Gemini Associates GP) is the general partner of Gemini Associates LP. Yossi Sela, a director of the Issuer, and Menashe Ezra are the managing partners of Gemini Associates GP. The reporting entities and individuals disclaim beneficial ownership of the reported securities of the Issuer held of record by Gemini V except to the extent of their pecuniary interest therein. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.38 to $66.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (7) to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.63 to $65.62, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.63 to $66.53, inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.64 to $66.78, inclusive. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.50, inclusive. ( 8 )The reported securities are shares held of record by Gemini Partners Investors V L.P. (Gemini Partners). Gemini Israel Funds IV Ltd. (Gemini Israel) is the general partner of Gemini Partners. Messrs. Sela and Ezra are the managing partners of Gemini Israel. The reporting entities and individuals disclaim beneficial ownership of the reported securities of the Issuer held of record by Gemini Partners except to the extent of their pecuniary interest therein.

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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