SC 13G/A

NAMES OF REPORTING PERSONS

Dell Technologies Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G/A 1 d309907dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

JFrog Ltd.

(Name of Issuer)

Ordinary Shares, NIS 0.01 par value per share

(Title of Class of Securities)

M6191J100

(CUSIP Number)

December 31, 2021

(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 the disclosures provided in a prior cover page.

The information required in 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. M6191J100

*	This percentage calculation is based on 96,390,794 ordinary shares of the Issuer (“Ordinary Shares”) outstanding as of October 29, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2021.

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CUSIP No. M6191J100

*	This percentage calculation is based on 96,390,794 Ordinary Shares outstanding as of October 29, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2021.

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CUSIP No. M6191J100

*	This percentage calculation is based on 96,390,794 Ordinary Shares outstanding as of October 29, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2021.

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Item 1(a).

Name of Issuer:

The name of the issuer is JFrog Ltd. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 270 E. Caribbean Drive, Sunnyvale, California 94089.

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed by Dell Technologies Inc., a Delaware corporation (“Dell Technologies”), EMC Ireland Holdings Unlimited Company, a private unlimited company organized under the laws of Ireland (“EMC Ireland”), and Michael S. Dell (collectively with Dell Technologies and EMC Ireland, the “Reporting Persons”).

The Reporting Persons may be deemed to beneficially own, in the aggregate, 2,197,908 ordinary shares (“Ordinary Shares”) of the Issuer, of which (1) EMC Ireland is the record holder of 2,044,441 Ordinary Shares and (2) Dell Global B.V. (“Dell Global”) is the record holder of 153,467 Ordinary Shares. Dell Global acquired its Ordinary Shares in connection with its participation in a transaction pursuant to which the Issuer issued cash and Ordinary Shares to purchase a privately-held entity in which Dell Global was an investor.

EMC Ireland and Dell Global are each directly wholly owned by Dell International Holdings VIII B.V., which is directly wholly owned by EMC Group 2, which is directly wholly owned by Dell International Holdings Limited and other indirect wholly-owned subsidiaries of Dell Technologies consisting of Dell Financial Services L.L.C. and Dell Global Holdings XV L.L.C. Dell International Holdings Limited is directly wholly owned by Dell Global Holdings XV L.L.C., which is directly wholly owned by indirect wholly-owned subsidiaries of Dell Technologies, consisting of Dell International L.L.C. and EMC Corporation. Dell International L.L.C. and EMC Corporation are each directly wholly owned by Dell Inc., which is directly wholly owned by Denali Intermediate Inc., which is directly wholly owned by Dell Technologies.

Dell Technologies and each subsidiary in the chain of subsidiaries through which Dell Technologies owns EMC Ireland and Dell Global that directly owns a majority of the equity interests in the subsidiary below it in the legal structure of the consolidated group has a right to elect or appoint the member or members of the governing body of the subsidiary below it in the legal structure of the consolidated group and, therefore, to direct the management and policies of such subsidiary. Michael S. Dell is the Chairman and Chief Executive Officer of Dell Technologies. Mr. Dell beneficially owns voting securities of Dell Technologies representing a majority of the voting power of all outstanding voting securities of Dell Technologies and has the power to elect directors who control a majority of the total votes entitled to be cast on the Dell Technologies board of directors. As a result, Mr. Dell may be deemed to be the beneficial owner of all the Ordinary Shares owned by Dell Technologies, and Dell Technologies may be deemed to be the beneficial owner of all the Ordinary Shares owned by each of EMC Ireland and Dell Global.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is One Dell Way, Round Rock, Texas 78682.

Item 2(c).

Citizenship:

Dell Technologies is a Delaware corporation.

EMC Ireland is a private unlimited company organized under the laws of Ireland.

Michael S. Dell is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Ordinary Shares, NIS 0.01 par value per share.

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Item 2(e). CUSIP No.:

M6191J100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

Each of Dell Technologies and Michael S. Dell may be deemed to beneficially own, in the aggregate, 2,197,908 Ordinary Shares, of which (1) EMC Ireland is the record holder of 2,044,441 Ordinary Shares and (2) Dell Global is the record holder of 153,467 Ordinary Shares.

(b)

Percent of class:


Dell Technologies		2.3%(1)
EMC Ireland		2.1%(1)
Michael S. Dell		2.3%(1)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

-0- for all Reporting Persons

(ii)

Shared power to vote or to direct the vote:


Dell Technologies		2,197,908 Ordinary Shares
EMC Ireland		2,044,441 Ordinary Shares
Michael S. Dell		2,197,908 Ordinary Shares

(iii)

Sole power to dispose or to direct the disposition of:

-0- for all Reporting Persons

(iv)

Shared power to dispose or to direct the disposition of:


Dell Technologies		2,197,908 Ordinary Shares
EMC Ireland		2,044,441 Ordinary Shares
Michael S. Dell		2,197,908 Ordinary Shares

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following ☒

(1)	This percentage calculation is based on 96,390,794 Ordinary Shares outstanding as of October 29, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2021.

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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.

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SIGNATURE

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.

Dated: February 11, 2022


Dell Technologies Inc.

By:		/s/ Robert Potts
Name:		Robert Potts
Title:		Senior Vice President and Assistant Secretary

EMC Ireland Holdings Unlimited Company

By:		/s/ Robert Savage
Name:		Robert Savage
Title:		Director

Michael S. Dell

By:		/s/ James Williamson
Name:		James Williamson
Title:		Attorney-in-Fact

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SEC Form SC 13G/A filed by JFrog Ltd. (Amendment)