Vepf Vi Co Invest 1 Gp, L.P. - May 16, 2024 Form 4 Insider Report for Jamf Holding Corp. (JAMF)

Role: 10%+ Owner
Signature: /s/ Jeff Lendino, as attorney-in-fact for VEPF VI Co-Invest 1 GP, L.P.
Stock symbol: JAMF
Transactions as of: May 16, 2024
Transactions value $: -$163,456,527
Form type: 4
Date filed: 5/20/2024, 04:10 PM
Previous filing: Sep 8, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JAMF	Common stock, $0.001 par value	Sale	-$163M	-8.96M	-16.49%	$18.25	45.4M	May 16, 2024	See Footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 16, 2024, the Reporting Persons sold an aggregate 8,956,522 shares of common stock, par value $0.001 ("Common Stock"), of Jamf Holding Corp. (the "Issuer") in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (File No. 333-265821). The aggregate 8,956,522 shares of Common Stock sold by the Reporting Persons include (a) 4,800,780 shares of Common Stock sold by Vista Equity Partners Fund VI, L.P. ("VEPF VI") (b) 2,900,165 shares of Common Stock sold by Vista Equity Partners Fund VI-A, L.P. ("VEPF VI-A"), (c) 58,419 shares of Common Stock sold by VEPF VI FAF, L.P. ("VEPF FAF"), (d) 886,784 shares of Common Stock sold by Vista Co-Invest Fund 2017-1, L.P. ("Vista Co-Invest") and (e) 310,374 shares of Common Stock sold by VEPF VI Co-Invest 1, L.P. ("VEPF Co-Invest") (collectively, the "Vista Funds").
F2	Represents (a) 24,312,715 shares held directly by VEPF VI, (b) 14,687,388 shares held directly by VEPF VI-A, (c) 295,855 shares held directly by VEPF FAF, (d) 4,490,966 shares held directly by Vista Co-Invest and (e) 1,571,838 shares held directly by VEPF Co-Invest. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF FAF. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Vista Co-Invest Fund 2017-1 GP, L.P. ("Vista Co-Invest GP") is the sole general partner of Vista Co-Invest. Vista Co-Invest GP's sole general partner is Vista Co-Invest Fund 2017-1 GP, Ltd. ("Vista Co-Invest UGP"). VEPF VI Co-Invest 1 GP, L.P. ("VEPF Co-Invest GP") is the sole general partner of VEPF Co-Invest.
F3	VEPF Co-Invest GP's sole general partner is VEPF VI Co-Invest 1 GP, Ltd. ("VEPF Co-Invest UGP"). Robert F. Smith is the Sole Director and one of the 11 members of each of Fund VI UGP, Vista Co-Invest UGP and VEPF Co-Invest UGP. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Fund VI GP, Fund VI UGP, Vista Co-Invest UGP, VEPF Co-Invest UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

Remarks:

This report is filed as form 2 of 2 to report related transactions for the following filers: Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., Vista Equity Partners VI GP, L.P., VEPF VI GP, Ltd., Vista Co-Invest Fund 2017-1, L.P, Vista Co-Invest Fund 2017-1 GP, L.P., Vista Co-Invest Fund 2017-1 GP, Ltd., VEPF VI Co-Invest 1, L.P., VEPF VI Co-Invest 1 GP, L.P., VEPF VI Co-Invest 1 GP, Ltd., VEPF Management, L.P., VEP Group, LLC and Robert F. Smith.