FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/15/2020 |
3. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 977,128 | I | See footnotes(1)(2)(3) |
Ordinary Shares | 801,257 | I | See footnotes(1)(2)(4) |
Ordinary Shares | 154,997 | I | See footnotes(1)(2)(5) |
Ordinary Shares | 23,251 | I | See footnotes(1)(2)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Shares | (7) | (7) | Ordinary Shares | 32,269 | (7) | I | See footnotes(1)(2)(3) |
Series A Convertible Preferred Shares | (7) | (7) | Ordinary Shares | 26,461 | (7) | I | See footnotes(1)(2)(4) |
Series A Convertible Preferred Shares | (7) | (7) | Ordinary Shares | 5,118 | (7) | I | See footnotes(1)(2)(5) |
Series A Convertible Preferred Shares | (7) | (7) | Ordinary Shares | 767 | (7) | I | See footnotes(1)(2)(6) |
Series A-1 Convertible Preferred Shares | (8) | (8) | Ordinary Shares | 284,440 | (8) | I | See footnotes(1)(2)(3) |
Series A-1 Convertible Preferred Shares | (8) | (8) | Ordinary Shares | 233,244 | (8) | I | See footnotes(1)(2)(4) |
Series A-1 Convertible Preferred Shares | (8) | (8) | Ordinary Shares | 45,118 | (8) | I | See footnotes(1)(2)(5) |
Series A-1 Convertible Preferred Shares | (8) | (8) | Ordinary Shares | 6,767 | (8) | I | See footnotes(1)(2)(6) |
Series D Convertible Preferred Shares | (9) | (9) | Ordinary Shares | 2,642,321 | (9) | I | See footnotes(1)(2)(3) |
Series D Convertible Preferred Shares | (9) | (9) | Ordinary Shares | 2,166,735 | (9) | I | See footnotes(1)(2)(4) |
Series D Convertible Preferred Shares | (9) | (9) | Ordinary Shares | 419,133 | (9) | I | See footnotes(1)(2)(5) |
Series D Convertible Preferred Shares | (9) | (9) | Ordinary Shares | 62,870 | (9) | I | See footnotes(1)(2)(6) |
Explanation of Responses: |
1. The reporting person is a member of the board of managers of Insight Holdings Group, LLC ("Holdings"). Holdings is the sole shareholder of Insight Venture Associates X, Ltd. ("IVA X Ltd"), which in turn is the general partner of Insight Venture Associates X, L.P. ("IVA X LP"), which in turn is the general partner of each of Insight Venture Partners X, L.P., Insight Venture Partners (Cayman) X, L.P., Insight Venture Partners (Delaware) X, L.P. and Insight Venture Partners X (Co-Investors), L.P. (collectively, "Fund X"). |
2. All shares of stock of the issuer ("Shares") indicated as indirectly owned by the reporting person are included herein because the reporting person is a member of the board of managers of Holdings, Holdings is the sole shareholder of each of IVA X Ltd, IVA X Ltd is the general partner of IVA X LP, and in turn, IVA X LP is the general partner of Fund X, and the reporting person therefore may be deemed to share voting and dispositive power over such shares. The reporting person disclaims beneficial ownership of all shares of stock of the issuer held of record by Fund X, except to the extent of his pecuniary interest therein. |
3. The reported securities are held of record by Insight Venture Partners X, L.P. |
4. The reported securities are held of record by Insight Venture Partners (Cayman) X, L.P. |
5. The reported securities are held of record by Insight Venture Partners (Delaware) X, L.P. |
6. The reported securities are held of record by Insight Venture Partners X (Co-Investors), L.P. |
7. The Series A Convertible Preferred Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date. |
8. The Series A-1 Convertible Preferred Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date. |
9. The Series D Convertible Preferred Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Jeff Horing | 09/15/2020 | |
** Signature of Reporting Person | Date | |
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 5 (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 Number. |