Yoav Landman - Feb 11, 2025 Form 4 Insider Report for JFrog Ltd (FROG)

Role
CHIEF TECHNOLOGY OFFICER, Director
Signature
/s/ Shanti Ariker, Pursuant to a Power of Attorney
Stock symbol
FROG
Transactions as of
Feb 11, 2025
Transactions value $
-$922,724
Form type
4
Date filed
2/13/2025, 06:24 PM
Previous filing
Feb 11, 2025
Next filing
Feb 19, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FROG Ordinary Shares Award $0 +19.7K +0.3% $0.00 6.55M Feb 11, 2025 Direct F1
transaction FROG Ordinary Shares Sale -$923K -24.7K -0.38% $37.43 6.53M Feb 13, 2025 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 These securities are performance-based restricted share units (PSUs). Each PSU represents a contingent right to receive one ordinary share. On February 11, 2025, the Issuer's Board of Directors and the Compensation Committee of the Issuer's Board of Directors certified and approved that the PSUs became eligible to vest pursuant to the Reporting Person's continued service based on the Issuer's achievement of total shareholder return for 2024 greater than the median of the total shareholder return for the companies in the Issuer's 2024 compensation peer group. 25% of the PSUs will vest on March 1, 2025, after which the PSUs will continue to vest on a quarterly basis over the following 12 quarters, subject to the Reporting Person's continued service to the Issuer on each applicable vesting date.
F2 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 13, 2024.
F3 This transaction was executed in multiple trades at prices ranging from $37 to $37.88. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.