SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Notman Tali
(Last) (First) (Middle)
C/O JFROG LTD.
270 E. CARIBBEAN DRIVE
(Street)
SUNNYVALE CA 94010
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2020 		3. Issuer Name and Ticker or Trading Symbol
JFrog Ltd [ FROG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Revenue Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 378,250 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Share Option (right to buy) (1) 05/12/2025 Ordinary Shares 70,000 $0.18 D
Employee Share Option (right to buy) (2) 11/27/2028 Ordinary Shares 100,000 $5.44 D
Employee Share Option (right to buy) (3) 02/03/2030 Ordinary Shares 50,000 $15.12 D
Employee Share Option (right to buy) (4) 07/29/2030 Ordinary Shares 100,000 $23 D
Explanation of Responses:
1. The ordinary shares subject to the option are fully vested and immediately exercisable.
2. One-fifth of the ordinary shares subject to the option vested on November 27, 2019, and the remaining shares subject to the option vest in 16 equal quarterly installments thereafter.
3. One-fifth of the ordinary shares subject to the option vest on January 13, 2021 and the remaining shares subject to the option vest in 16 equal quarterly installments thereafter.
4. One-fifth of the ordinary shares subject to the option vest on July 29, 2021 and the remaining shares subject to the option vest in 16 equal quarterly installments thereafter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Eyal Ben David, by power of attorney 09/15/2020
** 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 5 (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.
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