SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Scale Venture Partners IV, L.P.

(Last) (First) (Middle)
C/O SCALE VENTURE PARTNERS
950 TOWER LANE, SUITE 1150

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Ordinary Shares 09/18/2020 C 7,843,622 A (1)(2)(3)(4) 8,681,413 I See footnote(5)
Ordinary Shares 09/18/2020 S 1,085,177 D $40.92 7,596,236 I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Series A Convertible Preferred Shares (1) 09/18/2020 C 58,825 (1) (1) Ordinary Shares 58,825 $0.00 0 I See footnote(5)
Series A-1 Convertible Preferred Shares (2) 09/18/2020 C 25,315 (2) (2) Ordinary Shares 25,315 $0.00 0 I See footnote(5)
Series C Convertible Preferred Shares (3) 09/18/2020 C 7,524,325 (3) (3) Ordinary Shares 7,524,325 $0.00 0 I See footnote(5)
Series D Convertible Preferred Shares (4) 09/18/2020 C 235,157 (4) (4) Ordinary Shares 235,157 $0.00 0 I See footnote(5)
1. Name and Address of Reporting Person*
Scale Venture Partners IV, L.P.

(Last) (First) (Middle)
C/O SCALE VENTURE PARTNERS
950 TOWER LANE, SUITE 1150

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
1. Name and Address of Reporting Person*
O'Driscoll Rory

(Last) (First) (Middle)
C/O SCALE VENTURE PARTNERS
950 TOWER LANE, SUITE 1150

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bishop Stacey

(Last) (First) (Middle)
C/O SCALE VENTURE PARTNERS
950 TOWER LANE, SUITE 1150

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Convertible Preferred Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
2. The Series A-1 Convertible Preferred Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
3. The Series C Convertible Preferred Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
4. The Series D Convertible Preferred Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
5. 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. Andy Vitus, Rory O'Driscoll, and Stacey Bishop, managers of SVM IV, share voting and dispositive power with respect to the shares held by SVP IV. The reporting persons disclaim beneficial ownership of these securities for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Rory O'Driscoll, Manager 09/21/2020
/s/ Rory O'Driscoll 09/21/2020
/s/ Stacey Bishop 09/21/2020
** 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 4 (b)(v).
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