Sec Form 13G Filing - Insight Venture Partners X L.P. filing for JFrog Ltd (FROG) - 2022-02-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment No. 2 – Exit Filing)*
 

JFROG LTD.
(Name of Issuer)
ORDINARY SHARES, NIS 0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
M6191J100
(CUSIP Number)
December 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 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
 
 
 
13G
 
 
 
Page  1  of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Venture Partners X, 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
2,203,027
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
2,203,027
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,203,027
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page  2  of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Venture Partners (Cayman) X, 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
1,806,510
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
1,806,510
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,806,510
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page  3  of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Venture Partners (Delaware) X, 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
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
349,451
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
349,451
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
349,451
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page  4  of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Venture Partners X (Co-Investors), 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
52,418
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
52,418
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,418
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page  5  of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Venture Associates X, 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
4,411,448
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
4,411,448
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,411,448
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page  6  of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Venture Associates X, Ltd.
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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
4,411,448
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
4,411,448
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,411,448
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.




CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 7 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Partners (Cayman) XI, 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
149,765
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
149,765
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,765
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.




CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 8 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Partners (Delaware) XI, 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
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
19,974
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
19,974
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,974
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 9 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Partners (EU) XI, S.C.Sp.
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
Luxembourg
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
18,547
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
18,547
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,547
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 10 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Partners XI (Co-Investors) (B), 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
3,283
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
3,283
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,283
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 11 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Partners XI (Co-Investors), 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
2,377
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
2,377
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,377
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 12 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Partners XI, 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
142,770
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
142,770
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,770
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.




CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 13 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
 Insight Associates XI, 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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
318,169
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
318,169
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,169
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 14 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Associates XI, Ltd.
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
Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
318,169
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
318,169
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,169
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.




CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page 15 of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Associates (EU) XI, S.a.r.l
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
Luxembourg
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
18,547
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
18,547
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,547
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.



CUSIP No. M6191J100
 
 
 
13G
 
 
 
Page  16  of 25 Pages
             
1.
 
NAMES OF REPORTING PERSONS
Insight Holdings Group, 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
Delaware
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
5.
  
SOLE VOTING POWER
0
  
6.
  
SHARED VOTING POWER
4,748,164
  
7.
  
SOLE DISPOSITIVE POWER
0
  
8.
  
SHARED DISPOSITIVE POWER
4,748,164
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,748,164
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%(1)
12.
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
Calculations are based upon 97,312,040 Ordinary Shares of the Issuer outstanding as of December 31, 2021, as communicated by the Issuer to the Reporting Persons on February 1, 2022.

Item 1(a).
Name of Issuer:
JFrog Ltd. (the “Issuer”)
Item 1(b).
Address of Issuer’s Principal Executive Offices:
270 E. Caribbean Drive, Sunnyvale, CA 94089
Item 2(a).
Name of Person Filing:
This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership (“IVP X”), (ii) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman X”), (iii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership (“IVP Delaware X”), (iv) Insight Venture Partners X (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”), (v) Insight Venture Associates X, L.P., a Cayman Islands exempted limited partnership (“IVA X”), (vi) Insight Venture Associates X, Ltd., a Cayman Islands exempted company (“IVA X Ltd”), (vii) Insight Partners (Cayman) XI, L.P., a Cayman Islands exempted limited partnership (“Cayman XI”), (viii) Insight Partners (Delaware) XI, L.P., a Delaware limited partnership (“Delaware XI”), (ix) Insight Partners XI (Co-Investors) (B), L.P., a Cayman Islands exempted limited partnership (“Co-Investors XI B”), (x) Insight Partners XI (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“Co-Investors XI”), (xi) Insight Partners XI, L.P., a Cayman Islands exempted limited partnership (“IP XI” and, together with Cayman XI, Delaware XI, Co-Investors XI B and Co-Investors XI, the “Fund XI Entities”), (xii) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership (“IA XI LP”), (xiii) Insight Associates XI, Ltd., a Cayman Islands exempted company (“IA XI Ltd”) (xiv) Insight Partners (EU) XI, S.C.Sp., a Luxembourg special limited partnership (“EU XI” and, together with the Fund XI Entities, the “XI Funds”), (xv) Insight Associates (EU) XI, S.a.r.l., a Luxembourg limited liability company (“IA EU XI”) and (xvi) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).
The general partner of each of the IVP X Funds is IVA X, whose general partner is IVA X Ltd. The general partner of each of the Fund XI Entities is IA XI LP, whose general partner is IA XI Ltd. The general partner of EU XI is IA EU XI . Holdings is the sole shareholder of each of IVA X Ltd, IA XI Ltd and IA EU XI.
Item 2(b).
Address of Principal Business Office or, if None, Residence:
The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.
Item 2(c).
Citizenship:
See Item 2(a).
Item 2(d).
Title of Class of Securities:
Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”)
Item 2(e).
CUSIP Number:
M6191J100
Item 3.
If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)  
☐  
Broker or dealer registered under Section 15 of the Exchange Act.
  
(b)  
☐  
Bank as defined in Section 3(a)(6) of the Exchange Act.
  
(c)  
☐  
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
  
(d)  
☐  
Investment company registered under Section 8 of the Investment Company Act.
  
(e)  
☐  
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  
(f)  
☐  
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  
(g)  
☐  
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  
(h)  
☐  
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)  
☐  
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
(j)  
☐  
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.

Item 4.
Ownership.
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons have ceased to be the beneficial owner of more than five 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.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Person s that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.
Item 9.
Notice of Dissolution of 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.
 
INSIGHT HOLDINGS GROUP, LLC
   
   
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Attorney-in-Fact
     
     
     
 
INSIGHT VENTURE PARTNERS X, L.P.
 
By:
Insight Venture AssociatesX, L.P., its general partner
 
By:
Insight Venture Associates X, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT VENTURE PARTNERS (CAYMAN) X, L.P.
 
By:
Insight Venture Associates X, L.P., its general partner
 
By:
Insight Venture Associates X, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT VENTURE PARTNERS (DELAWARE) X, L.P.
 
By:
Insight Venture Associates X, L.P., its general partner
 
By:
Insight Venture Associates X, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT VENTURE PARTNERS X (CO-INVESTORS), L.P.
 
By:
Insight Venture Associates X, L.P., its general partner
 
By:
Insight Venture Associates X, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
[Signature Page to Schedule 13G]


 
INSIGHT VENTURE ASSOCIATES X, L.P.
 
By:
Insight Venture Associates X, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT VENTURE ASSOCIATES X, LTD.
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT ASSOCIATES XI, LTD.
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT ASSOCIATES XI, L.P.
 
By:
Insight Associates XI, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT ASSOCIATES (EU) XI, SARL
 
By:
Insight Venture Associates XI, L.P., its general partner
 
By:
Insight Venture Associates XI, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     

[Signature Page to Schedule 13G]



 
INSIGHT PARTNERS (CAYMAN) XI, L.P.
 
By:
Insight Associates XI, L.P., its general partner
 
By:
Insight Associates XI, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT PARTNERS (DELAWARE) XI, L.P.
 
By:
Insight Associates XI, L.P., its general partner
 
By:
Insight Associates XI, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT PARTNERS (EU) XI, S.C.SP.
 
By:
Insight Associates (EU) XI, S.a.r.l., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT PARTNERS XI (CO-INVESTORS) (B), L.P.
 
By:
Insight Associates XI, L.P., its general partner
 
By:
Insight Associates XI, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT PARTNERS XI (CO-INVESTORS), L.P.
 
By:
Insight Associates XI, L.P., its general partner
 
By:
Insight Associates XI, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodrom os                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer
     
     
     
 
INSIGHT PARTNERS XI, L.P.
 
By:
Insight Associates XI, L.P., its general partner
 
By:
Insight Associates XI, Ltd., its general partner
     
     
 
By:
/s/ Andrew Prodromos                              
 
Name:
Andrew Prodromos
 
Title:
Authorized Officer

[Signature Page to Schedule 13G]

EXHIBIT INDEX
 
     
   
Exhibit 99.1
  
Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended