0001567619-21-010613.txt : 20210518 0001567619-21-010613.hdr.sgml : 20210518 20210518161530 ACCESSION NUMBER: 0001567619-21-010613 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210514 FILED AS OF DATE: 20210518 DATE AS OF CHANGE: 20210518 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HORING JEFF CENTRAL INDEX KEY: 0001119324 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39492 FILM NUMBER: 21936140 MAIL ADDRESS: STREET 1: INSIGHT PARTNERS STREET 2: 680 5TH AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JFrog Ltd CENTRAL INDEX KEY: 0001800667 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 270 E CARIBBEAN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: (408) 329-1540 MAIL ADDRESS: STREET 1: 270 E CARIBBEAN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 doc1.xml FORM 4 X0306 4 2021-05-14 0 0001800667 JFrog Ltd FROG 0001119324 HORING JEFF C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 1 0 0 0 Ordinary Shares 2021-05-14 4 A 0 4797 0 A 4797 D Ordinary Shares 4926859 I See footnotes Ordinary Shares 130865 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Exhibit List ------------ Exhibit 99.1 - Explanation of Responses /s/ Jeffrey Horing 2021-05-18 EX-99.1 2 h051821a.htm EXPLANATION OF RESPONSES

Exhibit 99.1

EXPLANATION OF RESPONSES
(1)
The ordinary shares are represented by restricted stock units which vest in four equal quarterly installments beginning on August 14, 2021.
(2)
The reporting person is a member of the board of managers of Insight Holdings Group, LLC ("Holdings"). Holdings is the sole shareholder of Insight Associates XI, Ltd. ("IA XI Ltd"), which in turn is the general partner of Insight Associates XI, L.P. ("IA XI"), which in turn is the general partner of Insight Partners XI, L.P. (“IP XI”), Insight Partners (Cayman) XI, L.P. (“IP Cayman”), Insight Partners (Delaware) XI, L.P. (“IP Delaware”), Insight Partners XI (Co-Investors), L.P. (“IP Coinvest”) and Insight Partners XI (Co-Investors) (B), L.P. (“IP Coinvest B”). Holdings is also the sole shareholder of Insight Associates (EU) XI, SARL ("IA EU"), which in turn is the general partner of Insight Partners (EU) XI, S.C.Sp. (“IP EU”, and together with IP XI, IP Cayman, IP Delaware, IP Coinvest and IP Coinvest B, collectively, the “Insight XI Funds”). Holdings is also 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”), 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, the "Insight X Funds"). In addition, Holdings is the sole shareholder of Insight Venture Associates X, Ltd., which is the manager of IVP GP (Venice), LLC (“Venice GP”), which in turn is the general partner of IVP (Venice), L.P. (“IVP Venice”).
(3)
All Ordinary 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 IA XI Ltd, IA XI Ltd is the general partner of IA XI, and in turn, IA XI is the general partner of IP XI, IP Cayman, IP Delaware, IP Coinvest and IP Coinvest B, and the reporting person therefore may be deemed to share voting and dispositive power over such shares. Holdings is also the sole shareholder of IA EU, and in turn, IA EU is the general partner of IP EU, and the reporting person therefore may be deemed to share voting and dispositive power over such shares. Further, Holdings is the sole shareholder of IVA X Ltd, IVA X Ltd is the general partner of IVA X, and in turn, IVA X is the general partner of Insight X Funds, and the reporting person therefore may be deemed to share voting and dispositive power over such shares. In addition, Holdings is the sole shareholder of Insight Venture Associates X, Ltd., which is the manager of Venice GP, which in turn is the general partner of IVP Venice. The reporting person disclaims beneficial ownership of all shares of common stock of the issuer held of record by the Insight XI Funds, the Insight X Funds, IVA X and IVP Venice (collectively, the “Insight Funds”), except to the extent of his pecuniary interest therein.
(4)
130,865 Ordinary Shares are owned by JPH Private Investments LLC. The reporting person controls JPH Private Investments LLC. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, the reporting person may be deemed to be the beneficial owner of the securities owned by JPH Private Investments LLC. Includes 58,688 shares received by JPH Private Investments LLC in connection with a distribution by certain of the Insight Funds in November 2020.