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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * VEP Group, LLC 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                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O VISTA EQUITY PARTNERS, 4 EMBARCADERO CENTER, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
12/14/2020
(Street)
SAN FRANCISCO, CA 94111
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common stock, $0.001 par value  12/14/2020    S(1)    5000000 (1) D $26.45  38482335 (1)(2)(3) I  See footnotes (2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  The aggregate 5,000,000 shares of Common Stock sold by the Reporting Persons include (a) 3,093,539 shares of Common Stock sold by Vista Equity Partners Fund VI, L.P., (b) 1,868,817 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. and (c) 37,644 shares of Common Stock sold by VEPF VI FAF, L.P.
(2)  Includes (a) 23,809,321 shares held directly by Vista Equity Partners Fund VI, L.P., (b) 14,383,285 shares held directly by Vista Equity Partners Fund VI A, L.P. and (c) 289,729 shares held directly by VEPF VI FAF, L.P. (collectively, the "Vista Funds"). Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of the Vista Funds. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the Sole Director of Fund VI UGP, as well as one of its 11 Members. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds.
(3)  The Management Company's sole general partner is VEP Group, LLC ("VEP Group"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VEP Group, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA 94111

X

Vista Equity Partners Fund VI, L.P.
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA 94111

X

Vista Equity Partners Fund VI-A, L.P.
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA 94111

X

VEPF VI FAF, L.P.
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA 94111

X

VEPF VI GP. Ltd.
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA 94111

X

Vista Equity Partners Fund VI GP, L.P.
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA 94111

X

VEPF MANAGEMENT, L.P.
4 EMBARCADERO CENTER, 20TH FLOOR
SAN FRANCISCO, CA 94111

X

SMITH ROBERT F

 

X


Signatures
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI, L.P. 12/16/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI-A, L.P. 12/16/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF VI FAF, L.P. 12/16/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF VI GP, Ltd. 12/16/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI GP, L.P. 12/16/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF Management, L.P. 12/16/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEP Group, LLC 12/16/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Robert F. Smith 12/16/2020
**Signature of Reporting Person Date