SEC Form SC 13G/A filed by Ping Identity Holding Corp. (Amendment)

SEC Form SC 13G/A filed by Ping Identity Holding Corp. (Amendment)

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SC 13G/A 1 d411075dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Ping Identity Holding Corp.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

72341T103

(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 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).

(1)	Calculated based on 83,579,621 shares of Common Stock, $0.001 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 3, 2021.

(1)	Calculated based on 83,579,621 shares of Common Stock, $0.001 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 3, 2021.

(1)	Calculated based on 83,579,621 shares of Common Stock, $0.001 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 3, 2021.

(1)	Calculated based on 83,579,621 shares of Common Stock, $0.001 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 3, 2021.

(1)	Calculated based on 83,579,621 shares of Common Stock, $0.001 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 3, 2021.

(1)	Calculated based on 83,579,621 shares of Common Stock, $0.001 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 3, 2021.

(1)	Calculated based on 83,579,621 shares of Common Stock, $0.001 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 3, 2021.

(1)	Calculated based on 83,579,621 shares of Common Stock, $0.001 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 3, 2021.


Item 1(a).		Name of Issuer

		Ping Identity Holding Corp. (the “Issuer”)

Item 1(b).		Address of the Issuer’s Principal Executive Offices

		1001 17th Street, Suite 100 Denver, Colorado 80202

Item 2(a).		Names of Persons Filing

		This Amendment No. 2 to Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: (i) Vista Equity Partners Fund VI, L.P.; (ii) Vista Equity Partners Fund VI-A, L.P.; (iii) VEPF VI FAF, L.P. ((i)-(iii) collectively, the “Vista Funds”); (iv) Vista Equity Partners Fund VI GP, L.P. (“Fund VI GP”); (v) VEPF VI GP, Ltd. (“Fund VI UGP”); (vi) VEPF Management, L.P. (the “Management Company”); (vii) VEP Group, LLC (“VEP Group” and collectively with the Vista Funds, Fund VI GP, Fund VI UGP and the Management Company, the “Vista Entities”) and (viii) Robert F. Smith (collectively with the Vista Entities, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2020, a copy of which is attached as Exhibit 99.1 to this Statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G/A and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b).		Address of the Principal Business Office, or if none, Residence:

		The principal business address of each of the Vista Entities is 4 Embarcadero Center, 20th Fl., San Francisco, California 94111. The principal business address of Mr. Smith is c/o Vista Equity Partners, 401 Congress Drive, Suite 3100, Austin, Texas 78701.

Item 2(c).		Citizenship

		See responses to Item 4 on each cover page.

Item 2(d).		Title of Class of Securities

		Common stock, par value $0.001 per share.

Item 2(e).		CUSIP Number

		72341T 103

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(n):

		Not Applicable.


Item 4.		Ownership (a) Amount beneficially owned: See response to Item 9 on each of the cover pages. (b) Percent of Class: See response to Item 11 on each of the cover pages. (c) Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. The filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

Item 5.		Ownership of Five Percent or Less of a Class

		Not Applicable.

Item 6.		Ownership of More than Five 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

		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.		Certification

		Not Applicable.

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 9, 2022


VISTA EQUITY PARTNERS FUND VI, L.P.

By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner

By: VEPF VI GP. Ltd.
Its: General Partner

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director

VISTA EQUITY PARTNERS FUND VI-A, L.P.

By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner

By: VEPF VI GP. Ltd.
Its: General Partner

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director

VEPF VI FAF, L.P.

By: Vista Equity Partners Fund VI GP, L.P.
Its: General Partner

By: VEPF VI GP. Ltd.
Its: General Partner

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director

VISTA EQUITY PARTNERS FUND VI GP, L.P.

By: VEPF VI GP. Ltd.
Its: General Partner

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director

VEPF VI GP. LTD.

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director


VEPF MANAGEMENT, L.P.

By: VEP Group, LLC
Its: General Partner

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Director

VEP GROUP, LLC

By:		/s/ Robert F. Smith
Name: Robert F. Smith
Title: Managing Member

/s/ Robert F. Smith
Robert F. Smith

EXHIBIT LIST


Exhibit 99.1		Joint Filing Agreement, dated February 13, 2020, by and among Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., Vista Equity Partners Fund VI GP, L.P., VEPF VI GP. Ltd., VEPF Management, L.P., VEP Group, LLC and Robert F. Smith (incorporated by reference to Exhibit A to that certain Schedule 13G filed on February 13, 2020 by the Reporting Persons with the Securities and Exchange Commission).

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Date	Price Target	Rating	Analyst
7/29/2022	$28.00 → $19.00	Buy → Neutral	BofA Securities
7/28/2022		Strong Buy → Mkt Perform	Raymond James
4/12/2022		Buy	DA Davidson
4/5/2022	$34.00	Overweight	KeyBanc Capital Markets
3/24/2022	$25.00 → $30.00	Hold → Buy	Stifel
2/25/2022	$25.00 → $21.00	Hold	Deutsche Bank
2/14/2022	$37.00 → $30.00	Buy	BTIG
1/19/2022	$35.00 → $30.00	Overweight	Barclays

Names of Reporting Persons

Vista Equity Partners Fund VI, L.P.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands