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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/15/2020 | 3. Issuer Name and Ticker or Trading Symbol JFrog Ltd [ FROG ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 09/15/2020 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Series A-1 Convertible Preferred Shares | (1) | (1) | Ordinary Shares | 10,727,945 | (1) | I | See footnote(2) |
| Series A-1 Convertible Preferred Shares | (1) | (1) | Ordinary Shares | 108,363 | (1) | I | See footnote(3) |
| Series B Convertible Preferred Shares | (4) | (4) | Ordinary Shares | 1,850,988 | (4) | I | See footnote(2) |
| Series B Convertible Preferred Shares | (4) | (4) | Ordinary Shares | 18,697 | (4) | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series A-1 Convertible Preferred Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date. |
| 2. 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. |
| 3. 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. |
| 4. The Series B Convertible Preferred Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date. |
| Remarks: |
| This amended and restated Form 3 is filed solely to add Menashe Ezra as a reporting person. There are no other changes to the original filing. |
| /s/ Menashe Ezra, Managing Member of Gemini Capital Associates V GP, Ltd., the General Partner of Gemini Israel V L.P. | 09/15/2020 | |
| /s/ Menashe Ezra, Managing Member of Gemini Israel Funds IV Ltd., the General Partner of Gemini Partners Investors V L.P. | 09/15/2020 | |
| /s/ Menashe Ezra, Managing Member of Gemini Capital Associates V GP, Ltd., the General Partner of Gemini Capital Associates V L.P. | 09/15/2020 | |
| /s/ Menashe Ezra, Managing Member of Gemini Israel Funds IV Ltd., the General Partner of Gemini Capital Associates V GP, Ltd. | 09/15/2020 | |
| /s/ Menashe Ezra, Managing Member of Gemini Israel Funds IV Ltd. | 09/15/2020 | |
| /s/ Menashe Ezra | 09/15/2020 | |
| ** 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 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||