Jamf Holding (JAMF) SC 13G/A Jamf Holding / Vista Equity Partners Fund VI ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

JAMF Holding Corp.

(Name of Issuer)

Common Stock, par value $0.001 per share.

(Title of Class of Securities)

47074L 105

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Persons  Vista Equity Partners Fund VI, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  24,312,715
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  24,312,715

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  24,312,715
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  18.93%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Calculated based on 128,444,986 shares of the Issuer’s Common Stock, $0.001 par value per share (“Common Stock”), outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2024.

1.	Names of Reporting Persons  Vista Equity Partners Fund VI-A, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  14,687,388
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  14,687,388

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  14,687,388
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  11.43%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  VEPF VI FAF, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  295,855
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  295,855

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  295,855
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  *%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  Vista Co-Invest Fund 2017-1, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Delaware

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  4,490,966
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  4,490,966

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  4,490,966
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  3.50%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  VEPF VI Co-Invest 1, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  1,571,838
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  1,571,838

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  1,571,838
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  1.22%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  Vista Equity Partners Fund VI GP, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  39,295,958
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  39,295,958

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  39,295,958
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  30.59%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  Vista Co-Invest Fund 2017-1 GP, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  4,490,966
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  4,490,966

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  4,490,966
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  3.50%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  VEPF VI Co-Invest 1 GP, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  1,571,838
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  1,571,838

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  1,571,838
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  1.22%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  VEPF VI GP, Ltd.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  39,295,958
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  39,295,958

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  39,295,958
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  30.59%(1)
12.	Type of Reporting Person (See Instructions)  OO

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  Vista Co-Invest Fund 2017-1 GP, Ltd.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  4,490,966
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  4,490,966

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  4,490,966
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  3.50%(1)
12.	Type of Reporting Person (See Instructions)  OO

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  VEPF VI Co-Invest 1 GP, Ltd.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  1,571,838
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  1,571,838

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  1,571,838
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  1.22%(1)
12.	Type of Reporting Person (See Instructions)  OO

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  VEPF Management, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Delaware

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  45,358,762
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  45,358,762

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  45,358,762
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  35.31%(1)
12.	Type of Reporting Person (See Instructions)  PN

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  VEP Group, LLC
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  Delaware

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  45,358,762
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  45,358,762

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  45,358,762
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  35.31%(1)
12.	Type of Reporting Person (See Instructions)  OO

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

1.	Names of Reporting Persons  Robert F. Smith
2.	Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization  United States of America

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power  0
	6.	Shared Voting Power  45,358,762
	7.	Sole Dispositive Power  0
	8.	Shared Dispositive Power  45,358,762

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  45,358,762
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
11.	Percent of Class Represented By Amount in Row (9)  35.31%(1)
12.	Type of Reporting Person (See Instructions)  IN

(1) Calculated based on 128,444,986 shares of Common Stock outstanding as of October 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.

Item 1(a).	Name of Issuer
	JAMF Holding Corp. (the “Issuer”)
Item 1(b).	Address of the Issuer’s Principal Executive Offices
	100 Washington Ave S, Suite 1100 Minneapolis, Minnesota 55401
Item 2(a).	Names of Persons Filing
	This statement on Schedule 13G (this “Statement”) is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: (i)   Vista Equity Partners Fund VI, L.P. (“VEPF VI”); (ii)   Vista Equity Partners Fund VI-A, L.P. (“VEPF VI-A”); (iii)    VEPF VI FAF, L.P. (“VEPF FAF”); (iv)  Vista Co-Invest Fund 2017-1, L.P. (“Vista Co-Invest”); (v)    VEPF VI Co-Invest 1, L.P. (“VEPF Co-Invest” and collectively with VEPF VI, VEPF VI-A, VEPF FAF and Vista Co-Invest, the “Vista Funds”); (vi)  Vista Equity Partners Fund VI GP, L.P. (“Fund VI GP”); (vii)   Vista Co-Invest Fund 2017-1 GP, L.P. (“Vista Co-Invest GP”); (viii)   VEPF VI Co-Invest 1 GP, L.P. (“VEPF Co-Invest GP”); (ix)  VEPF VI GP, Ltd. (“Fund VI UGP”); (x)    Vista Co-Invest Fund 2017-1 GP, Ltd. (“Vista Co-Invest UGP”); (xi)  VEPF VI Co-Invest 1 GP, Ltd. (“VEPF Co-Invest UGP”); (xii)   VEPF Management, L.P. (the “Management Company”); (xiii)   VEP Group, LLC (“VEP Group” and collectively with the Vista Funds, Fund VI GP, Vista Co-Invest GP, VEPF Co-Invest GP, Fund VI UGP, Vista Co-Invest UGP, VEPF Co-Invest UGP and the Management Company, the “Vista Entities”); and (xiv)  Robert F. Smith (collectively with the Vista Entities, the “Reporting Persons”).
Item 2(b).	Address of the Principal Business Office, or if none, Residence:
	The principal business address of each of the Vista Entities is: 4 Embarcadero Center, 20th Fl. San Francisco, California 94111 The principal business address of Mr. Smith is: c/o Vista Equity Partners 401 Congress Drive, Suite 3100 Austin, Texas 78701
Item 2(c).	Citizenship
	See responses to Item 4 on each cover page.
Item 2(d).	Title of Class of Securities
	Common stock, par value $0.001 per share.
Item 2(e).	CUSIP Number
	47074L 105

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): Not Applicable.
Item 4.	Ownership
	(a)   Amount beneficially owned: See response to Item 9 on each cover page. (b)  Percent of Class: See response to Item 11 on each cover page. (c)   Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii)  Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii)  Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. The reported securities are held directly by the Vista Funds. 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 Fund VI UGP. 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 UGP. VEPF Co-Invest GP is the sole general partner of VEPF Co-Invest. VEPF Co-Invest GP’s sole general partner is 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. the Management Company is the sole management company of each of the Vista Funds. The Management Company’s sole general partner is 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. The filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Statement.
Item 5.	Ownership of Five Percent or Less of a Class
	Not Applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
	Not Applicable.
Item 8.	Identification and Classification of Members of the Group
	Not Applicable.

Item 9.	Notice of Dissolution of Group
	Not Applicable.
Item 10.	Certification
	Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: November 13, 2024

VISTA EQUITY PARTNERS FUND VI, L.P.
By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner
By: VEPF VI GP, Ltd.
Its: General Partner
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VISTA EQUITY PARTNERS FUND VI-A, L.P.
By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner
By: VEPF VI GP, Ltd.
Its: General Partner
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VEPF VI FAF, L.P.
By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner
By: VEPF VI GP, Ltd.
Its: General Partner
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VISTA CO-INVEST FUND 2017-1, L.P.
By: Vista Co-Invest Fund 2017-1 GP, L.P.
Its: General Partner
By: Vista Co-Invest Fund 2017-1 GP, Ltd.
Its: General Partner
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VEPF VI CO-INVEST 1, L.P.
By: VEPF VI Co-Invest 1 GP, L.P.
Its: General Partner
By: VEPF VI Co-Invest 1 GP, Ltd.
Its: General Partner

By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director

VISTA EQUITY PARTNERS FUND VI GP, L.P.
By: VEPF VI GP, Ltd.
Its: General Partner
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VISTA CO-INVEST FUND 2017-1 GP, L.P.
By: Vista Co-Invest Fund 2017-1 GP, Ltd.
Its: General Partner
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VEPF VI CO-INVEST 1 GP, L.P.
By: VEPF VI Co-Invest 1 GP, Ltd.
Its: General Partner
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VEPF VI GP, LTD.
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VISTA CO-INVEST FUND 2017-1 GP, LTD.
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VEPF VI CO-INVEST 1 GP, LTD.
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VEPF MANAGEMENT, L.P.
By:	VEP Group, LLC
Its: General Partner
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director
VEP GROUP, LLC
By:	/s/ Robert F. Smith
Name: Robert F. Smith
Title: Managing Member

/s/ Robert F. Smith

Robert F. Smith

EXHIBIT LIST

Exhibit A Joint Filing Agreement, dated as of February 9, 2022, incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons on February 9, 2022.