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 *

DURAND ANDRE WONG
2. Issuer Name and Ticker or Trading Symbol

Ping Identity Holding Corp. [ PING ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO, Director
(Last)          (First)          (Middle)

C/O PING IDENTITY HOLDING CORP. 1001, 17TH STREET, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2022
(Street)

DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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

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
Options (Right to Buy) $7.85 3/31/2022 (1) A   453390    3/31/2022 6/30/2026 Common stock, $0.001 par value 453390 $0 453390 D  
Options (Right to Buy) $8.48 3/31/2022 (2) A   55250    3/31/2022 9/25/2027 Common stock, $0.001par value 55250 $0 55250 D  

Explanation of Responses:
(1) On June 30, 2016, the reporting person was granted an option to purchase 453,390 shares of common stock. The options were initially to vest and become exercisable following the receipt byaffiliates of Vista Equity Partners, LLC ("Vista") of a specified level of realized cash return on their investment. In January 2022, the compensation committee of the board of directors of Ping IdentityHolding Corp. ("Issuer") determined that Vista had nearly realized the specified level of returns and decided to accelerate all options granted to named executive officers prior to the Issuer's initialpublic offering. All options under this grant vested as of March 31, 2022.
(2) On September 25, 2017, the reporting person was granted an option to purchase 55,250 shares of common stock. The options were initially to vest and become exercisable following the receipt byaffiliates of Vista Equity Partners, LLC ("Vista") of a specified level of realized cash return on their investment. In January 2022, the compensation committee of the board of directors of Ping IdentityHolding Corp. ("Issuer") determined that Vista had nearly realized the specified level of returns and decided to accelerate all options granted to named executive officers prior to the Issuer's initialpublic offering. All options under this grant vested as of March 31, 2022.

Remarks:
Exhibit 24.1 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DURAND ANDRE WONG
C/O PING IDENTITY HOLDING CORP. 1001
17TH STREET, SUITE 100
DENVER, CO 80202
X
CEO, Director

Signatures
/s/ Shalini Sharma, by power of attorney4/4/2022
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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