JFrog (FROG) Form 4 JFrog / Yossi Sela 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^*

Sela Yossi

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	02/17/2021		J(1)		2,859,815	D	(1)	9,719,118	I	See footnote(2)
Ordinary Shares	02/17/2021		S		143,951	D	$65.7723(3)	9,575,167	I	See footnote(2)
Ordinary Shares	02/18/2021		S		18,316	D	$65.2253(4)	9,556,851	I	See footnote(2)
Ordinary Shares	02/18/2021		S		53,128	D	$65.9958(5)	9,503,723	I	See footnote(2)
Ordinary Shares	02/18/2021		S		532	D	$66.7411(6)	9,503,191	I	See footnote(2)
Ordinary Shares	02/19/2021		S		68,991	D	$68.2006(7)	9,434,200	I	See footnote(2)
Ordinary Shares	02/17/2021		S		16,049	D	$65.7724(3)	111,011	I	See footnote(8)
Ordinary Shares	02/18/2021		S		1,319	D	$65.0805(4)	109,692	I	See footnote(8)
Ordinary Shares	02/18/2021		S		6,557	D	$65.9341(5)	103,135	I	See footnote(8)
Ordinary Shares	02/18/2021		S		148	D	$66.6219(6)	102,987	I	See footnote(8)
Ordinary Shares	02/19/2021		S		7,692	D	$68.2006(7)	95,295	I	See footnote(8)

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

Explanation of Responses:

1. Represents an in-kind distribution by Gemini Israel V Limited Partnership (Gemini V) without consideration to its partners.

2. The reported securities are shares held of record by shares held of record by 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. The reporting person is a managing partner of Gemini Associates GP and disclaims beneficial ownership of the shares held of record Gemini Partners except to the extent of his pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.38 to $66.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (7) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.63 to $65.62, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.63 to $66.53, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.64 to $66.78, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.50, inclusive.

8. 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. The reporting person is a managing partner of Gemini Israel and disclaims beneficial ownership of the shares held of record Gemini Partners except to the extent of his pecuniary interest therein.

	/s/ Yossi Sela	02/19/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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