JFrog Ltd — Major Shareholding Notification 2023

Feb 9, 2023

SC 13G/A 1 d450327dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

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, 2022

(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	SOLE VOTING POWER 5,089,800 (1)
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 5,089,800
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,089,800
10	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9): 5.0% (2)
12	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS): IN

(1) Includes (a) 5,085,082 ordinary shares of the Reporting Person and (b) 4,718 ordinary shares that the Reporting Person has the right to acquire from the Issuer immediately or within sixty days of December 31, 2022 pursuant to the vesting of restricted share units. Each ordinary share has one vote per share.

(2) This percentage is calculated based on 100,907,857 ordinary shares outstanding as of December 31, 2022 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2023.

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:

The Reporting Person is a citizen of Israel.

(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

Not applicable.

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 9, 2023

/s/ Shlomi Ben Haim
Shlomi Ben Haim