Dunlevie Bruce Form 3 Elastic / Capital Management Co. VII, L.L.C. Benchmark ownership change

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^*

Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2018

3. Issuer Name and Ticker or Trading Symbol
Elastic N.V. [ ESTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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
Series A Convertible Preference Shares	(1)	(1)	Ordinary Shares	9,881,423	(1)	I	See footnote(2)
Series B Convertible Preference Shares	(3)	(3)	Ordinary Shares	786,218	(3)	I	See footnote(2)
Series C Convertible Preference Shares	(4)	(4)	Ordinary Shares	415,766	(4)	I	See footnote(2)
Series D Convertible Preference Shares	(5)	(5)	Ordinary Shares	61,125	(5)	I	See footnote(6)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Partners VII, L.P.

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VII, L.P.

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VII-B, L.P.

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Partners VII - Annex, L.P.

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cohler Matt

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DUNLEVIE BRUCE

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GURLEY J WILLIAM

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HARVEY KEVIN

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LASKY MITCHELL

(Last) (First) (Middle)

C/O BENCHMARK CAPITAL PARTNERS

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date.

2. The shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky, Steven M. Spurlock and Eric Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

3. The Series B Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date.

4. The Series C Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date.

5. The Series D Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date.

6. The shares are held by Benchmark Capital Partners VII - Annex, L.P. ("BCP - Annex"). BCMC VII, the general partner of BCP - Annex, may be deemed to have sole voting and investment power over such shares. Messrs. Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by BCP - Annex. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. Immediately prior to the completion of the Issuer's initial public offering of ordinary shares, the Issuer intends to change its corporate form from a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) into a Dutch public limited company (naamloze vennootschap) and change its corporate name from Elastic B.V. to Elastic N.V.

	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	10/04/2018
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII, L.P.	10/04/2018
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P.	10/04/2018
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P.	10/04/2018
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII - Annex, L.P.	10/04/2018
	/s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler	10/04/2018
	/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie	10/04/2018
	/s/ Steven M. Spurlock, by power of attorney for J. William Gurley	10/04/2018
	/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey	10/04/2018
	/s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky	10/04/2018
	** Signature of Reporting Person	Date
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