Smith Robert F Form 3 Ping Identity Holding / ROBERT F SMITH ownership change

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^*

VEP Group, LLC

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2019

3. Issuer Name and Ticker or Trading Symbol
Ping Identity Holding Corp. [ PING ]

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

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)

	Form filed by One Reporting Person
X	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)
Common stock, $0.001 par value	63,367,498	I	See Footnotes(1)(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

VEP Group, LLC

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI-A, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VEPF VI FAF, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VEPF VI GP. Ltd.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI GP, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VEPF MANAGEMENT, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMITH ROBERT F

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Explanation of Responses:

1. Includes (a) 39,205,967 shares held directly by Vista Equity Partners Fund VI, L.P., (b) 23,684,446 shares held directly by Vista Equity Partners Fund VI A, L.P. and (c) 477,085 shares held directly by VEPF VI FAF, L.P. (collectively, the "Vista Funds"). Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of the Vista Funds. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the Sole Director of Fund VI UGP, as well as one of its 11 Members. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group"). Robert F. Smith is the sole Managing Member of VEP Group.

2. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert F. Smith, Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P	09/18/2019
	/s/ Robert F. Smith, Director of the General Partner of the General Partner of Vista Equity Partners VI-A, L.P.	09/18/2019
	/s/ Robert F. Smith, Director of the General Partner of the General Partner of VEPF VI FAF, L.P.	09/18/2019
	/s/ Robert F. Smith, Director of the General Partner of Vista Equity Partners Fund VI GP, L.P.	09/18/2019
	/s/ Robert F. Smith, Director of VEPF VI GP, Ltd.	09/18/2019
	/s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P.	09/18/2019
	/s/ Robert F. Smith, Managing Member of VEP Group, LLC	09/18/2019
	/s/ Robert F. Smith	09/18/2019
	** Signature of Reporting Person	Date
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