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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Grabscheid Eduard
(Last) (First) (Middle)
C/O JFROG LTD.
270 E CARIBBEAN DRIVE
(Street)
SUNNYVALE CA 94089
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Ordinary Shares 03/01/2024 M 1,437 A (1) 60,155 D
Ordinary Shares 03/04/2024 S(2) 605 D $43.89 85,565(3) D
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
Restricted Stock Units (1) 03/01/2024 M 187 (4) (4) Ordinary Shares 187 $0 0(5) D
Restricted Stock Units (1) 03/01/2024 M 1,250 (6) (6) Ordinary Shares 1,250 $0 0(5) D
Explanation of Responses:
1. Each restricted stock unit, or RSU, represents a contingent right to receive one ordinary share of the Issuer.
2. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of restricted share units, or RSUS, and does not represent a discretionary sale by the Reporting Person.
3. The Reporting Person previously reported certain RSUs in Table II of Form 3. The total reported in Column 5 of this Form 4 includes 1,764 ordinary shares, 57,786 RSUs previously reported in Table I and the 26,015 RSUs previously reported in Table II. The RSUs vest as follows: (i) 57,786 RSUs pursuant to which one-fourth of the RSUs vest on March 1, 2025 and the remaining RSUs vest in 12 equal quarterly installments beginning on June 1, 2025; (ii) 1,125 RSUs which vest in six equal quarterly installments beginning on June 1, 2024; (iii) 11,250 RSUs which vest in nine equal installments beginning on June 1, 2024; and (iv) 13,640 RSUs pursuant to which one-fourth of the RSUs vest on June 1, 2024 and the remaining RSUs vest in 12 equal quarterly installments beginning on September 1, 2024.
4. The remaining RSUs vest in six equal quarterly installments beginning on June 1, 2024.
5. Following the reported transaction, the remaining RSUs were moved to Table I. See footnote (3) above.
6. The remaining RSUs vest in nine equal installments beginning on June 1, 2024.
/s/ Shanti Ariker, Attorney-in-Fact 03/05/2024
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
JFrog (NASDAQ:FROG)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more JFrog Charts.
JFrog (NASDAQ:FROG)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more JFrog Charts.