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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 FL.
3. Date of Earliest Transaction (MM/DD/YYYY)
5/22/2020
(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  5/22/2020    S(1)    1275000 (1) D $24.00  53806998 (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)  On May 22, 2020, the Reporting Persons sold an aggregate 1,275,000 shares of common stock, par value $0.001 ("Common Stock"), of Ping Identity Holding Corp. (the "Issuer") in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-1 (File No. 333-238161) following the exercise of the underwriters' option to purchase additional shares. The aggregate 1,275,000 shares of Common Stock sold by the Reporting Persons include (a) 788,853 shares of Common Stock sold by Vista Equity Partners Fund VI, L.P., (b) 476,548 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. and (c) 9,599 shares of Common Stock sold by VEPF VI FAF, L.P.
(2)  Includes (a) 33,290,810 shares held directly by Vista Equity Partners Fund VI, L.P., (b) 20,111,082 shares held directly by Vista Equity Partners Fund VI A, L.P. and (c) 405,106 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. The Management Company's sole general partner is VEP Group, LLC ("VEP Group").
(3)  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 FL.
SAN FRANCISCO, CA 94111

X

Vista Equity Partners Fund VI, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

Vista Equity Partners Fund VI-A, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA 94111

X

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

X

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

X

Vista Equity Partners Fund VI GP, L.P.
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/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI, L.P 5/27/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI-A, L.P. 5/27/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF VI FAF, L.P. 5/27/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF VI GP, Ltd. 5/27/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI GP, L.P. 5/27/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEPF Management, L.P. 5/27/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for VEP Group, LLC 5/27/2020
**Signature of Reporting Person Date
/s/ Lauren Romer, as attorney in fact for Robert F. Smith 5/27/2020
**Signature of Reporting Person Date
Ping Identity (NYSE:PING)
Historical Stock Chart
From Jul 2020 to Aug 2020 Click Here for more Ping Identity Charts.
Ping Identity (NYSE:PING)
Historical Stock Chart
From Aug 2019 to Aug 2020 Click Here for more Ping Identity Charts.