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*
Gemini Israel V Limited Partnership
(Last) (First) (Middle)
C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN
AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR
(Street)
HERZLIYA L3
(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 12,578,933 A (1)(2) 12,578,933 I See footnote(3)
Ordinary Shares 09/18/2020 C 127,060 A (1)(2) 127,060 I See footnote(4)
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-1 Convertible Preferred Shares (1) 09/18/2020 C 10,727,945 (1) (1) Ordinary Shares 10,727,945 $0.00 0 I See footnote(3)
Series A-1 Convertible Preferred Shares (1) 09/18/2020 C 108,363 (1) (1) Ordinary Shares 108,363 $0.00 0 I See footnote(4)
Series B Convertible Preferred Shares (2) 09/18/2020 C 1,850,988 (2) (2) Ordinary Shares 1,850,988 $0.00 0 I See footnote(3)
Series B Convertible Preferred Shares (2) 09/18/2020 C 18,697 (2) (2) Ordinary Shares 18,697 $0.00 0 I See footnote(4)
1. Name and Address of Reporting Person*
Gemini Israel V Limited Partnership
(Last) (First) (Middle)
C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN
AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR
(Street)
HERZLIYA L3
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gemini Partners Investors V L.P.
(Last) (First) (Middle)
C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN
AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR
(Street)
HERZLIYA L3
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gemini Capital Associates V L.P.
(Last) (First) (Middle)
C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN
AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR
(Street)
HERZLIYA L3
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gemini Capital Associates V GP Ltd.
(Last) (First) (Middle)
C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN
AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR
(Street)
HERZLIYA L3
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gemini Israel Funds IV Ltd.
(Last) (First) (Middle)
C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN
AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR
(Street)
HERZLIYA L3
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ezra Menashe
(Last) (First) (Middle)
C/O GEMINI ISRAEL VENTURES, 1 ABBA EBAN
AVE, MERKAZIM 2001, BLDG A, 3RD FLOOR
(Street)
HERZLIYA L3
(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. The Series B 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 reported securities are shares held of record by shares held of record by Gemini Israel V Limited Partnership (Gemini V). Gemini Capital Associates V LP (Gemini Associates LP) is the general partner of Gemini V and Gemini Capital Associates V GP, Ltd. (Gemini Associates GP) is the general partner of Gemini Associates LP. Yossi Sela, a director of the Issuer, and Menashe Ezra are the managing partners of Gemini Associates GP. The reporting entities and individuals disclaim beneficial ownership of the reported securities of the Issuer held of record by Gemini V except to the extent of their pecuniary interest therein.
4. The reported securities are shares held of record by Gemini Partners Investors V L.P. (Gemini Partners). Gemini Israel Funds IV Ltd. (Gemini Israel) is the general partner of Gemini Partners. Messrs. Sela and Ezra are the managing partners of Gemini Israel. The reporting entities and individuals disclaim beneficial ownership of the reported securities of the Issuer held of record by Gemini Partners except to the extent of their pecuniary interest therein.
Remarks:
/s/ Menashe Ezra, Managing Member of Gemini Capital Associates V GP, Ltd., the General Partner of Gemini Israel V L.P. 09/21/2020
/s/ Menashe Ezra, Managing Member of Gemini Israel Funds IV Ltd., the General Partner of Gemini Partners Investors V L.P. 09/21/2020
/s/ Menashe Ezra, Managing Member of Gemini Capital Associates V GP, Ltd., the General Partner of Gemini Capital Associates V L.P. 09/21/2020
/s/ Menashe Ezra, Managing Member of Gemini Israel Funds IV Ltd., the General Partner of Gemini Capital Associates V GP, Ltd. 09/21/2020
/s/ Menashe Ezra, Managing Member of Gemini Israel Funds IV Ltd. 09/21/2020
/s/ Menashe Ezra 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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