SEC Form SC 13G/A filed by JFrog Ltd. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3 – Exit Amendment)*
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, 2023
(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 |
5 | SOLE VOTING POWER
4,659,663(1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
4,659,663 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,659,663 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.4% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Each ordinary share has one vote per share. |
| (2) | This percentage is calculated based on 106,114,892 ordinary shares outstanding as of December 31, 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
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 five percent of the class of securities, check the following: ☒.
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 13, 2024
| /s/ Shlomi Ben Haim |
| Shlomi Ben Haim |