SEC FORM 4

SEC FORM 4 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^*

DANI RAJ M.

(Last)

(First)

(Middle)

C/O PING IDENTITY HOLDING CORP. 1001

17TH STREET, SUITE 100

(Street)

DENVER

80202

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Right to Buy)	$7.85	03/31/2022⁽¹⁾		A		124,667		03/31/2022	09/13/2026	Common Stock, $0.001 par value	124,667	$0	124,667	D
Options (Right to Buy)	$8.48	03/31/2022⁽²⁾		A		14,167		03/31/2022	09/25/2027	Common Stock, $0.001 par value	14,167	$0	14,167	D
Options (Right to Buy)	$11.79	03/31/2022⁽³⁾		A		31,167		03/31/2022	09/18/2028	Common Stock, $0.001 par value	31,167	$0	31,167	D

Explanation of Responses:

1. On September 13, 2016, the reporting person was granted an option to purchase 124,667 shares of common stock. The options were initially to vest and become exercisable following the receipt by affiliates of Vista Equity Partners, LLC ("Vista") of a specified level of realized cash return on their investment. In January 2022, the compensation committee of the board of directors of Ping Identity Holding Corp. ("Issuer") determined that Vista had nearly realized the specified level of returns and decided to accelerate all options granted to named executive officers prior to the Issuer's initialpublic offering. All options under this grant vested as of March 31, 2022.

2. On September 25, 2017, the reporting person was granted an option to purchase 14,167 shares of common stock. The options were initially to vest and become exercisable following the receipt by affiliates of Vista Equity Partners, LLC ("Vista") of a specified level of realized cash return on their investment. In January 2022, the compensation committee of the board of directors of Ping Identity Holding Corp. ("Issuer") determined that Vista had nearly realized the specified level of returns and decided to accelerate all options granted to named executive officers prior to the Issuer's initial public offering. All options under this grant vested as of March 31, 2022.

3. On September 18, 2018, the reporting person was granted an option to purchase 31,167 shares of common stock. The options were initially to vest and become exercisable following the receipt by affiliates of Vista Equity Partners, LLC ("Vista") of a specified level of realized cash return on their investment. In January 2022, the compensation committee of the board of directors of Ping Identity Holding Corp. ("Issuer") determined that Vista had nearly realized the specified level of returns and decided to accelerate all options granted to named executive officers prior to the Issuer's initial public offering. All options under this grant vested as of March 31, 2022.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Shalini Sharma, by power of attorney	04/04/2022
	** 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).
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