Statement of Changes in Beneficial Ownership (4)
November 30 2020 - 6:05PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Vitus Andrew L. |
2. Issuer Name and Ticker or Trading Symbol
JFrog Ltd
[
FROG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SCALE VENTURE PARTNERS, 950 TOWER LANE, SUITE 1150 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/25/2020 |
(Street)
FOSTER CITY, CA 94404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 11/25/2020 | | J(1) | | 1899059 | D | $0.00 | 5697177 | I | See footnote (2) |
Ordinary Shares | 11/25/2020 | | J(1) | | 410197 | A | $0.00 | 410197 | I | See footnote (3) |
Ordinary Shares | 11/25/2020 | | J(4) | | 410197 | D | $0.00 | 0 | I | See footnote (3) |
Ordinary Shares | 11/25/2020 | | J(4) | | 60795 | A | $0.00 | 60795 | I | By trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | Pro rata distribution by Scale Venture Partners IV, L.P. |
(2) | 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. The reporting person is a manager of SVM IV and shares voting and dispositive power with respect to the ordinary shares held by SVP IV. The reporting person disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
(3) | The shares are held of record by SVM IV. 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. The reporting person is a manager of SVM IV and shares voting and dispositive power with respect to the ordinary shares held by SVP IV. The reporting person disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
(4) | Pro rata distribution by SVM IV. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Vitus Andrew L. C/O SCALE VENTURE PARTNERS 950 TOWER LANE, SUITE 1150 FOSTER CITY, CA 94404 | X |
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Signatures
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/s/ Andrew L. Vitus | | 11/30/2020 |
**Signature of Reporting Person | Date |
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