Vepf Management Form 4 Jamf Holding / ROBERT F SMITH ownership change

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^*

VEPF VI CO INVEST 1 GP, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jamf Holding Corp. [ JAMF ]

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)
06/14/2021

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
Common stock, $0.001 par value	06/14/2021		S(1)		8,140,000(1)	D	$33	64,545,508(2)(3)	I	See Footnotes(2)(3)

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

1. Name and Address of Reporting Person^*

VEPF VI CO INVEST 1 GP, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VEPF VI CO INVEST 1 GP, LTD.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VEPF MANAGEMENT, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SMITH ROBERT F

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. On June 14, 2021, the Reporting Persons sold an aggregate 8,140,000 shares of common stock, par value $0.001 ("Common Stock"), of Jamf Holding Corp. (the "Issuer") in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-1 (File No. 333-256859). The aggregate 8,140,000 shares of Common Stock sold by the Reporting Persons include (a) 4,288,877 shares of Common Stock sold by Vista Equity Partners Fund VI, L.P. ("VEPF VI") (b) 2,687,580 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. ("VEPF VI-A"), (c) 54,137 shares of Common Stock sold by VEPF VI FAF, L.P. ("VEPF FAF"), (d) 821,782 shares of Common Stock sold by Vista Co-Invest Fund 2017-1, L.P. ("Vista Co-Invest") and (e) 287,624 shares of Common Stock sold by VEPF VI Co-Invest 1, L.P. ("VEPF Co-Invest") (collectively, the "Vista Funds").

2. Represents (a) 34,596,989 shares held directly by VEPF VI, (b) 20,900,149 shares held directly by VEPF VI-A, (c) 421,001 shares held directly by VEPF FAF, (d) 6,390,644 shares held directly by Vista Co-Invest and (e) 2,236,725 shares held directly by VEPF Co-Invest. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF FAF. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Vista Co-Invest Fund 2017-1 GP, L.P. ("Vista Co-Invest GP") is the sole general partner of Vista Co-Invest. Vista Co-Invest GP's sole general partner is Vista Co-Invest Fund 2017-1 GP, Ltd. ("Vista Co-Invest UGP"). VEPF VI Co-Invest 1 GP, L.P. ("VEPF Co-Invest GP") is the sole general partner of VEPF Co-Invest.

3. VEPF Co-Invest GP's sole general partner is VEPF VI Co-Invest 1 GP, Ltd. ("VEPF Co-Invest UGP"). Robert F. Smith is the Sole Director and one of the 11 members of each of Fund VI UGP, Vista Co-Invest UGP and VEPF Co-Invest UGP. 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. 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, Vista Co-Invest UGP, VEPF Co-Invest 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:

This report is filed as form 2 of 2 to report related transactions for the following filers: Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., VEPF VI GP, Ltd., Vista Equity Partners VI GP, L.P., Vista Co-Invest Fund 2017-1, L.P, Vista Co-Invest Fund 2017-1 GP, L.P., Vista Co-Invest Fund 2017-1 GP, Ltd., VEPF VI Co-Invest 1, L.P., VEPF VI Co-Invest 1 GP, L.P., VEPF VI Co-Invest 1 GP, Ltd., VEPF Management, L.P., VEP Group, LLC and Robert F. Smith.

	/s/ Jeff Lendino, as attorney-in-fact for VEPF VI Co-Invest 1 GP, L.P.	06/16/2021
	/s/ Jeff Lendino, as attorney-in-fact for VEPF VI Co-Invest 1 GP, Ltd.	06/16/2021
	/s/ Jeff Lendino, as attorney-in-fact for VEPF Management, L.P.	06/16/2021
	/s/ Jeff Lendino, as attorney-in-fact for Robert F. Smith	06/16/2021
	** Signature of Reporting Person	Date
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