Sec Form 4 Filing - Sela Yossi @ JFrog Ltd - 2021-05-14

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
Sela Yossi
2. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
05/14/2021
(Street)
HERZLIYA, L3
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 05/14/2021 A 4,797 ( 1 ) A $ 0 4,797 D
Ordinary Shares 9,434,200 I See footnote ( 2 )
Ordinary Shares 95,295 I See footnote ( 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
Sela Yossi
C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN
AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR
HERZLIYA, L3
X X
Signatures
/s/ Eyal Ben David, by power of attorney 05/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The ordinary shares are represented by restricted stock units which vest in four equal quarterly installments beginning on August 14, 2021.
( 2 )The reported securities are shares held of record by Gemini Israel V Limited Partnership (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. The reporting person is a managing partner of Gemini Associates GP and disclaims beneficial ownership of the shares held of record Gemini Partners except to the extent of his pecuniary interest therein.
( 3 )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. The reporting person is a managing partner of Gemini Israel and disclaims beneficial ownership of the shares held of record Gemini Partners except to the extent of his 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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