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 *

VEPF VI CO INVEST 1 GP, L.P.
2. Issuer Name and Ticker or Trading Symbol

Jamf Holding Corp. [ JAMF ]
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 FL.
3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2020
(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 12/16/2020  S(1)  1064156 (1)D$32 72845508 (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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On December 16, 2020, the Reporting Persons sold an aggregate 1,064,156 shares of common stock, par value $0.001 ("Common Stock"), of Jamf Holding Corp. (the "Issuer") in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-1 (File No. 333-250123). The aggregate 1,064,156 shares of Common Stock sold by the Reporting Persons include (a) 570,397 shares of Common Stock sold by Vista Equity Partners Fund VI, L.P. ("VEPF VI") (b) 344,579 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. ("VEPF VI-A"), (c) 6,941 shares of Common Stock sold by VEPF VI FAF, L.P. ("VEPF FAF"), (d) 105,362 shares of Common Stock sold by Vista Co-Invest Fund 2017-1, L.P. ("Vista Co-Invest") and (e) 36,877 shares of Common Stock sold by VEPF VI Co-Invest 1, L.P. ("VEPF Co-Invest") (collectively, the "Vista Funds").
(2) Represents (a) 39,045,866 shares held directly by VEPF VI, (b) 23,587,729 shares held directly by VEPF VI-A, (c) 475,138 shares held directly by VEPF FAF, (d) 7,212,426 shares held directly by Vista Co-Invest and (e) 2,524,349 shares held directly by VEPF Co-Invest. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF FAF. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Vista Co-Invest Fund 2017-1 GP, L.P. ("Vista Co-Invest GP") is the sole general partner of Vista Co-Invest. Vista Co-Invest GP's sole general partner is Vista Co-Invest Fund 2017-1 GP, Ltd. ("Vista Co-Invest UGP"). VEPF VI Co-Invest 1 GP, L.P. ("VEPF Co-Invest GP") is the sole general partner of VEPF Co-Invest.
(3) VEPF Co-Invest GP's sole general partner is VEPF VI Co-Invest 1 GP, Ltd. ("VEPF Co-Invest UGP"). Robert F. Smith is the Sole Director and one of the 11 members of each of Fund VI UGP, Vista Co-Invest UGP and VEPF Co-Invest UGP. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds. 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, Vista Co-Invest UGP, VEPF Co-Invest 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.

Remarks:
This report is filed as form 2 of 2 to report related transactions for the following filers: Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., VEPF VI GP, Ltd., Vista Equity Partners VI GP, L.P., Vista Co-Invest Fund 2017-1, L.P, Vista Co-Invest Fund 2017-1 GP, L.P., Vista Co-Invest Fund 2017-1 GP, Ltd., VEPF VI Co-Invest 1, L.P., VEPF VI Co-Invest 1 GP, L.P., VEPF VI Co-Invest 1 GP, Ltd., VEPF Management, L.P., VEP Group, LLC and Robert F. Smith.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
VEPF VI CO INVEST 1 GP, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

VEPF VI CO INVEST 1 GP, LTD.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

VEPF MANAGEMENT, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

SMITH ROBERT F
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X


Signatures
/s/ Jeff Lendino, as attorney-in-fact for VEPF VI Co-Invest 1 GP, L.P.12/18/2020
**Signature of Reporting PersonDate

/s/ Jeff Lendino, as attorney-in-fact for VEPF VI Co-Invest 1 GP, Ltd..12/18/2020
**Signature of Reporting PersonDate

/s/ Jeff Lendino, as attorney-in-fact for VEPF Management, L.P.12/18/2020
**Signature of Reporting PersonDate

/s/ Jeff Lendino, as attorney-in-fact for Robert F. Smith12/18/2020
**Signature of Reporting PersonDate

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