SEC FORM 3

SEC Form 3

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^*

Vitus Andrew L.

(Last)

(First)

(Middle)

C/O SCALE VENTURE PARTNERS

950 TOWER LANE, SUITE 1150

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2020

3. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
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	837,791	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Shares	⁽²⁾	⁽²⁾	Ordinary Shares	58,825	⁽²⁾	I	See footnote⁽¹⁾
Series A-1 Convertible Preferred Shares	⁽³⁾	⁽³⁾	Ordinary Shares	25,315	⁽³⁾	I	See footnote⁽¹⁾
Series C Convertible Preferred Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	7,524,325	⁽⁴⁾	I	See footnote⁽¹⁾
Series D Convertible Preferred Shares	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	235,157	⁽⁵⁾	I	See footnote⁽¹⁾

Explanation of Responses:

1. The shares are held of record by Scale Venture Partners IV, L.P. (SVP IV). Scale Venture Management IV, LLC, or SVM IV, is the general partner of Scale Venture Management IV, LP, which is the general partner of SVP IV. Scale Venture Management IV LLC (SVM IV), the ultimate general partner of SVP IV, has sole voting and dispositive power with respect to the shares held by SVP IV. The reporting person is a manager of SVM IV and shares voting and dispositive power with respect to the ordinary shares held by SVP IV. The reporting person disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

2. Each share of Series A Convertible Preferred Shares shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

3. Each share of Series A-1 Convertible Preferred Shares shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

4. Each share of Series C Convertible Preferred Shares shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

5. Each share of Series D Convertible Preferred Shares shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Eyal Ben David, by power of attorney	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).
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