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*
VEP Group, LLC

(Last) (First) (Middle)
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ping Identity Holding Corp. [ PING ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common stock, $0.001 par value 05/18/2020 S(1) 7,337,538(1) D $24 55,081,998(1)(2)(3) I See Footnotes(2)(3)
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
1. Name and Address of Reporting Person*
VEP Group, LLC

(Last) (First) (Middle)
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vista Equity Partners Fund VI, L.P.

(Last) (First) (Middle)
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vista Equity Partners Fund VI-A, L.P.

(Last) (First) (Middle)
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VEPF VI FAF, L.P.

(Last) (First) (Middle)
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VEPF VI GP. Ltd.

(Last) (First) (Middle)
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vista Equity Partners Fund VI GP, L.P.

(Last) (First) (Middle)
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VEPF MANAGEMENT, L.P.

(Last) (First) (Middle)
4 EMBARCADERO CENTER, 20TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SMITH ROBERT F

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
Explanation of Responses:
1. On May 18, 2020, the Reporting Persons sold an aggregate 7,337,538 shares of common stock, par value $0.001 ("Common Stock"), of Ping Identity Holding Corp. (the "Issuer") in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-1 (File No. 333-238161). The aggregate 7,337,538 shares of Common Stock sold by the Reporting Persons include (a) 4,178,342 shares of Common Stock sold by Vista Equity Partners Fund VI, L.P., (b) 3,096,816 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. and (c) 62,380 shares of Common Stock sold by VEPF VI FAF, L.P.
2. Includes (a) 34,079,663 shares held directly by Vista Equity Partners Fund VI, L.P., (b) 20,587,630 shares held directly by Vista Equity Partners Fund VI A, L.P. and (c) 414,705 shares held directly by VEPF VI FAF, L.P. (collectively, the "Vista Funds"). Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of the Vista Funds. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the Sole Director of Fund VI UGP, as well as one of its 11 Members. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds.
3. The Management Company's sole general partner is VEP Group, LLC ("VEP Group"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI, L.P 05/20/2020
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI-A, L.P. 05/20/2020
/s/ Lauren Romer, as attorney in fact for VEPF VI FAF, L.P. 05/20/2020
/s/ Lauren Romer, as attorney in fact for VEPF VI GP, Ltd. 05/20/2020
/s/ Lauren Romer, as attorney in fact for Vista Equity Partners Fund VI GP, L.P. 05/20/2020
/s/ Lauren Romer, as attorney in fact for VEPF Management, L.P. 05/20/2020
/s/ Lauren Romer, as attorney in fact for VEP Group, LLC 05/20/2020
/s/ Lauren Romer, as attorney in fact for Robert F. Smith 05/20/2020
** 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 4 (b)(v).
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