0000899140-23-000814.txt : 20230809 0000899140-23-000814.hdr.sgml : 20230809 20230809204727 ACCESSION NUMBER: 0000899140-23-000814 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230807 FILED AS OF DATE: 20230809 DATE AS OF CHANGE: 20230809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HORING JEFF CENTRAL INDEX KEY: 0001119324 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39492 FILM NUMBER: 231156908 MAIL ADDRESS: STREET 1: INSIGHT PARTNERS STREET 2: 680 5TH AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JFrog Ltd CENTRAL INDEX KEY: 0001800667 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 270 E CARIBBEAN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: (408) 329-1540 MAIL ADDRESS: STREET 1: 270 E CARIBBEAN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 form4.xml X0508 4 2023-08-07 0001800667 JFrog Ltd FROG 0001119324 HORING JEFF C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true false Ordinary Shares 2023-08-07 4 J 0 205282 A 3395743 I See footnotes Ordinary Shares 130865 I See footnote Ordinary Shares 22175 D See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Exhibit List Exhibit 99.1 - Explanation of Responses /s/ Jeffrey Horing 2023-08-09 EX-99.1 2 h63977155.htm EXPLANATION OF RESPONSES

EXHIBIT 99.1


EXPLANATION OF RESPONSES
(1)
On August 7, 2023, affiliates of Gemini Capital Associates V, L.P. (“Gemini”) distributed an aggregate of 205,282 Ordinary Shares, par value NIS 0.01 per share, of the Issuer (“Ordinary Shares”) to the Insight XI Funds (as defined below) on a pro rata basis in accordance with their respective capital contributions to Gemini (the “Gemini Distribution”). In connection with the Gemini Distribution, Insight Partners XI, L.P. (“IP XI”) acquired direct ownership of 87,041 Ordinary Shares, Insight Partners (Cayman) XI, L.P. (“IP Cayman”) acquired direct ownership of 91,305 Ordinary Shares, Insight Partners (Delaware) XI, L.P. (“IP Delaware”) acquired direct ownership of 12,178 Ordinary Shares, Insight Partners XI (Co-Investors), L.P. (“IP Coinvest”) acquired direct ownership of 1,449 Ordinary Shares, Insight Partners XI (Co-Investors) (B), L.P. (“IP Coinvest B”) acquired direct ownership of 2,002 Ordinary Shares, and Insight Partners (EU) XI, S.C.Sp. (“IP EU”, and together with IP XI, IP Cayman, IP Delaware, IP Coinvest and IP Coinvest B, collectively, the “Insight XI Funds”) acquired direct ownership of 11,307 Ordinary Shares. The Insight XI Funds did not furnish any consideration in exchange for shares received in connection with the Gemini Distribution.
(2)
The reporting person is a member of the board of managers of Insight Holdings Group, LLC (“Holdings”). Holdings is the sole shareholder of Insight Associates XI, Ltd. ("IA XI Ltd"), which in turn is the general partner of Insight Associates XI, L.P. ("IA XI"), which in turn is the general partner of IP XI, IP Cayman, IP Delaware, IP Coinvest and IP Coinvest B. Holdings is also the sole shareholder of Insight Associates (EU) XI, SARL (“IA EU”), which in turn is the general partner of IP EU.
(3)
All Ordinary Shares indicated as indirectly owned by the reporting person are included herein because the reporting person is a member of the board of managers of Holdings, Holdings is the sole shareholder of IA XI Ltd, IA XI Ltd is the general partner of IA XI, and in turn, IA XI is the general partner of IP XI, IP Cayman, IP Delaware, IP Coinvest and IP Coinvest B, and the reporting person therefore may be deemed to share voting and dispositive power over such Ordinary Shares. Holdings is also the sole shareholder of IA EU, and in turn, IA EU is the general partner of IP EU, and the reporting person therefore may be deemed to share voting and dispositive power over such Ordinary Shares. The reporting person disclaims beneficial ownership of all Ordinary Shares of the Issuer held of record by the Insight XI Funds, except to the extent of his pecuniary interest therein.
(4)
130,865 Ordinary Shares are owned by JPH Private Investments LLC. The reporting person controls JPH Private Investments LLC. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, the reporting person may be deemed to be the beneficial owner of the securities owned by JPH Private Investments LLC.
(5)
The Ordinary Shares are represented by 4,797 restricted stock units which vested in four equal quarterly installments beginning on August 14, 2021, 9,552 restricted stock units which vest in four equal quarterly installments beginning on August 17, 2022 and 7,826 restricted stock units which vest in four equal quarterly installments beginning on August 16, 2023.