UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
JFrog Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M6191J 100
(CUSIP Number)
December 31, 2020
(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).
| CUSIP No. M6191J 100 | Page 2 |
| 1 | NAME OF REPORTING PERSON:
Shlomi Ben Haim
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 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:
State of Israel | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
5,180,363 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
5,180,363 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,180,363 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.7(1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Based on 91,193,180 of the Issuer’s ordinary shares outstanding as of October 23, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the Securities and Exchange Commission on November 5, 2020. |
| Item 1 |
(a) Name of Issuer:
JFrog Ltd.
(b) Address of Issuer’s Principal Executive Offices:
270 E. Caribbean Drive
Sunnyvale, California 94089
| Item 2 |
(a) Name of Person Filing:
Shlomi Ben Haim
(b) Address or principal business office or, if none, residence:
c/o JFrog Ltd.
270 E. Caribbean Drive
Sunnyvale, California 94089
(c) Citizenship:
Reference is made to the response to item 4 on page 2 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.
(d) Title and Class of Securities:
Ordinary Shares, par value NIS 0.01 per share
(e) CUSIP No.:
M6191J 100
| 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: |
Not applicable.
| Item 4. | Ownership |
Reference is hereby made to the responses to items 5-9 and 11 of page 2 of this Schedule, which responses are incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than 5 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 or Control Person. |
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. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
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.
Date: February 12, 2021
/s/ Shlomi Ben Haim |
| Shlomi Ben Haim |