JFrog Ltd — Major Shareholding Notification 2022

Feb 7, 2022

SC 13G/A 1 d275283dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W ASHINGTON , D.C. 20549

SCHEDULE 13G

U NDER THE S ECURITIES E XCHANGE A CT OF 1934

(Amendment No. 1)*

JFrog Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

M6191J100

(CUSIP Number)

12/31/2021

(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 the disclosures provided in a prior cover page.

The information required in 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. M6191J100

| 1. | Name of Reporting Persons I.R.S.
Identification No(s). of above person(s) (entities only) Scale Venture
Partners IV, L.P. |
| --- | --- |
| 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 Delaware |

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 0
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class
Represented by Amount in Row (9) 0.00%
12.	Type of Reporting Person
(See Instructions) PN

CUSIP No. M6191J100

| 1. | Name of Reporting Persons I.R.S.
Identification No(s). of above person(s) (entities only) Scale Venture
Management IV, L.P. |
| --- | --- |
| 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 Delaware |

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 0
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class
Represented by Amount in Row (9) 0.00%
12.	Type of Reporting Person
(See Instructions) PN

CUSIP No. M6191J100

| 1. | Name of Reporting Persons I.R.S.
Identification No(s). of above person(s) (entities only) Scale Venture
Management IV, LLC |
| --- | --- |
| 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 California |

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 0
6.	Shared Voting Power 0
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class
Represented by Amount in Row (9) 0
12.	Type of Reporting Person
(See Instructions) CO

CUSIP No. M6191J100

| 1. | Name of Reporting Persons I.R.S.
Identification No(s). of above person(s) (entities only) Rory
O’Driscoll |
| --- | --- |
| 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 US |

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 140,685
6.	Shared Voting Power 0
7.	Sole Dispositive Power 140,685
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class
Represented by Amount in Row (9) 0.15%(1)
12.	Type of Reporting Person
(See Instructions) IN

(1) Based on 96,390,794 ordinary shares outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

CUSIP No. M6191J100

| 1. | Name of Reporting Persons I.R.S.
Identification No(s). of above person(s) (entities only) Stacey
Bishop |
| --- | --- |
| 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 US |

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 209,198
6.	Shared Voting Power 0
7.	Sole Dispositive Power 209,198
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class
Represented by Amount in Row (9) 0.22%
12.	Type of Reporting Person
(See Instructions) IN

(1) Based on 96,390,794 ordinary shares outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

CUSIP No. M6191J100

| 1. | Name of Reporting Persons I.R.S.
Identification No(s). of above person(s) (entities only) Andrew
Vitus |
| --- | --- |
| 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 US |

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 185,981(1)
6.	Shared Voting Power 0
7.	Sole Dispositive Power 185,981(1)
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 185,981(1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class
Represented by Amount in Row (9) 0.20% (2)
12.	Type of Reporting Person
(See Instructions) IN

(1) Includes 1,199 ordinary shares subject to restricted stock units that will vest within 60 days of December 31, 2021.

(2) Based on 96,390,794 ordinary shares outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

(a) Name of Issuer

JFrog Ltd.

(b) Address of Issuer’s Principal Executive Offices

270 E. Caribbean Drive

Sunnyvale, CA 94089

ITEM 2.

(a) Name of Person Filing

Scale Venture Partners IV, LP; Scale Venture Management IV, LLC; Scale Venture Management IV, LP; Rory O’ Driscoll; Stacey Bishop and Andrew Vitus

(b) Address of Principal Business Office or, if none, Residence

Scale Venture Partners IV, LP: 950 Tower Lane, Suite 1150, Foster City, CA 94404

Scale Venture Management IV, L.P.: 950 Tower Lane, Suite 1150, Foster City, CA 94404

Scale Venture Management IV, LLC: 950 Tower Lane, Suite 1150, Foster City, CA 94404

Rory O’Driscoll: 950 Tower Lane, Suite 1150, Foster City, CA 94404

Stacey Bishop: 950 Tower Lane, Suite 1150, Foster City, CA 94404

Andrew Vitus: 950 Tower Lane, Suite 1150, Foster City, CA 94404

(c) Citizenship

Scale Venture Partners IV, L.P., Scale Venture Management IV, LLC and Scale Venture Management IV, L.P. are organized in Delaware. Each of Rory O’Driscoll, Stacey Bishop and Andrew Vitus are US citizens.

(d) Title of Class of Securities

Ordinary Shares

(e) CUSIP Number

M6191J100

ITEM 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

ITEM 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

Scale Venture Partners IV, L.P.	0
Scale Venture Management IV, L.P.	0
Scale Venture Management IV, LLC	0
Rory O’Driscoll	140,685
Stacey Bishop	209,198
Andrew Vitus	185,981(1)

(b) Percent of Class:

Scale Venture Partners IV, LP	0.00%
Scale Venture Management IV, LLC	0.00%
Scale Venture Management IV, LP	0.00%
Rory O’Driscoll	0.15%(2)
Stacey Bishop	0.22%(2)
Andrew Vitus	0.20% (2)

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Scale Venture Partners IV, LP	0
Scale Venture Management IV, LLC	0
Scale Venture Management IV, LP	0
Rory O’ Driscoll	140,685
Stacey Bishop	209,198
Andrew Vitus	185,981(1)

(ii) Shared power to vote or to direct the vote:

Scale Venture Partners IV, L.P.	0
Scale Venture Management IV, L.P.	0
Scale Venture Management IV, LLC	0
Rory O’Driscoll	0
Stacey Bishop	0
Andrew Vitus	0

(iii) Sole power to dispose or to direct the disposition of:

Scale Venture Partners IV, L.P.	0
Scale Venture Management IV, L.P.	0
Scale Venture Management IV, LLC	0
Rory O’Driscoll	140,685
Stacey Bishop	209,198
Andrew Vitus	185,981(1)

(iv) Shared power to dispose or to direct the disposition of:

Scale Venture Partners IV, L.P.	0
Scale Venture Management IV, L.P.	0
Scale Venture Management IV, LLC	0
Rory O’Driscoll	0
Stacey Bishop	0
Andrew Vitus	0

(1) Includes 1,199 ordinary shares subject to restricted stock units that will vest within 60 days of December 31, 2021.

(2) Based on 96,390,794 ordinary shares outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

ITEM 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

ITEM 6. Ownership of More than Five 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 a Group

Not Applicable

ITEM 10. Certification

Not applicable

[SIGNATURE]

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.

Dated: February 3, 2022

SCALE VENTURE PARTNERS IV, L.P. — By: Scale Venture Management IV, L.P its General Partner		SCALE VENTURE MANAGEMENT IV, L.P. — By: Scale Venture Management IV, LLC its General Partner
By:	/s/ Andrew Vitus	By:	/s/ Andrew Vitus
	Name: Andrew Vitus		Name: Andrew Vitus
	Title: Managing Member		Title: Manager
SCALE VENTURE MANAGEMENT IV, LLC
By:	/s/ Andrew Vitus	By:	/s/ Andrew Vitus
	Name: Andrew Vitus		Name: Andrew Vitus
	Title: Manager
By:	/s/ Rory O’Driscoll	By:	/s/ Stacey Bishop
	Name: Rory O’Driscoll		Name: Stacey Bishop

EXHIBITS

A: Joint Filing Agreement