Eventbrite Form 3 / ROELOF BOTHA 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^*

BOTHA ROELOF

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2018

3. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB ]

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

X	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)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾	1,232,186	⁽¹⁾	I	By Sequoia Capital U.S. Growth Fund VII, L.P.⁽²⁾⁽³⁾
Common Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾	80,186	⁽¹⁾	I	By Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	2,052,147	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	225,590	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	45,536	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	7,579,548	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	833,209	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	168,187	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	515,545	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	56,673	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	11,440	⁽⁴⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽²⁾⁽³⁾
Series G Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾	576,325	⁽⁵⁾	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽²⁾⁽³⁾
Series G Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾	63,064	⁽⁵⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽²⁾⁽³⁾
Series G Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾	12,782	⁽⁵⁾	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽²⁾⁽³⁾

Explanation of Responses:

1. Each share of common stock will be reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock.

2. The Reporting Person is a director of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture 2010 Fund, L.P., Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. and Sequoia Capital U.S. Venture 2010 Partners Fund, L.P., or collectively, the SC 2010 Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the SC USGF VII Funds.

3. (Continued from footnote 2) The reporting person disclaims beneficial ownership of the securities held by the SC 2010 Funds and SC USGF VII Funds except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

4. Each share of Series B preferred stock, Series C preferred Stock, and Series D preferred stock automatically converts into common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof will be reclassified into one share of Class B common stock.

5. The Series G preferred stock automatically converts into common stock on an approximately 1:1.0685 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date. Immediately following the conversion of the Issuer's Series G preferred stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof will be reclassified into one share of Class B common stock.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Samantha Harnett, attorney-in-fact of the Reporting Person	09/19/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Eventbrite (EB) Form 3Eventbrite / ROELOF BOTHA ownership change