 | Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 |
September 14, 2020
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Jan Woo | |
| Jeffrey Kauten | ||
| Kathleen Collins | ||
| Joyce Sweeney |
| Re: | JFrog Ltd. |
Registration Statement on Form S-1
Registration Statement No. 333-248271
Ladies and Gentlemen:
On behalf of our client, JFrog Ltd. (“JFrog” or the “Company”), we submit this letter to assist the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its review of the Company’s Registration Statement on Form S-1 (File No. 333-248271) (the “Registration Statement”). This letter supplements the Company’s letters filed with the Commission on August 31, 2020 and September 4, 2020 (the “Prior Letters”) relating to the Registration Statement.
The Company supplementally advises the Staff that Amendment No. 2 to the Registration Statement, as filed with the Commission on the date hereof (the “Amendment No. 2”), reflects a preliminary price range of $39.00 to $41.00 per share (the “Preliminary Price Range”), resulting in a midpoint of the Preliminary Price Range of $40.00 per share (the “Midpoint Price”). The Preliminary Price Range represents an increase from the estimated preliminary price range of $33.00 to $37.00 per share, as previously set forth in Amendment No. 1 to the Registration Statement, as filed with the Commission on September 8, 2020.
The Company further advises the Staff that it has re-assessed the fair value of the Company’s ordinary shares in connection with all equity awards granted subsequent to June 30, 2020 using a straight-line methodology from the June 2020 third party valuation (as described in the Prior Letters) through the Midpoint Price. Set forth below is a summary of the Company’s equity awards granted from June 30, 2020 to the date hereof, including the re-assessed fair value of the underlying ordinary shares for reference:
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Securities and Exchange Commission
September 14, 2020
Page 2
Event | Event Date | Number of Awards Granted | Exercise Price | Fair Value per Share for Financial Reporting | ||||||||||
Third-party Valuation | June 30, 2020 | — | — | $ | 20.61 | |||||||||
Third-party Valuation | July 29, 2020 | — | — | $ | 23.00 | |||||||||
Option Grants | July 29, 2020 | 1,343,355 | $ | 23.00 | $ | 27.82 | ||||||||
RSU Award | August 30, 2020 | 667,595 | — | $ | 35.77 | |||||||||
Option Grants | September 3, 2020 | 160,000 | $ | 35.00 | $ | 36.77 | ||||||||
The Company has revised the subsequent events footnote in Amendment No. 2 to reflect the estimated aggregate amount of share-based compensation expense for all equity awards granted subsequent to June 30, 2020.
* * * *
Please contact me at (650) 565-3765 or aspinner@wsgr.com, or my colleague, Jeffrey D. Saper, at (650) 320-4626 or jsaper@wsgr.com if you have any questions regarding the foregoing. Thank you for your assistance.
| Sincerely, |
| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
/s/ Allison B. Spinner |
| Allison B. Spinner |
Enclosures
| cc: | Shlomi Ben Haim, JFrog Ltd. |
Jacob Shulman, JFrog Ltd.
Eyal Ben David, JFrog Ltd.
Jeffrey J. Saper, Wilson Sonsini Goodrich & Rosati, P.C.
Securities and Exchange Commission
September 14, 2020
Page 3
Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, P.C.
Mark V. Roeder, Latham & Watkins LLP
Brian D. Paulson, Latham & Watkins LLP
Joshua G. Kiernan, Latham & Watkins LLP
Yair Nagar, Kost Forer Gabbay & Kasierer-Ernst & Young Israel